He Can't Afford to Be Innocent Anymore
by ZeemonLii
Summary: Exploring the dark side.Teen Spidy is caught and forcibly taken by almost all his villains.An unusual ally helps him escape.How will he deal with it now and later?Will he still be Spidy or will he let his fear get to him? Adult topics.More summery inside.
1. Chapter 1: Hell

DISCLAIMER: I own nothing and no one from Spiderman. I am just a poor college student who also happens to be a Spiderman fan. I make _NO_ money from this. Please don't sue.

**READ BEFORE STARTING:** Okay this is a taste of what is to come:

They all stared down at the unconscious unmasked hero. "It a kid." One of the villains shifted uncomfortably. "Don't feel right killing a kid." A sinister smile spread across Doc Ock's face. "Oh I can think of many other more pleasurable things we can do."

Now that was just a taste. A little snippet if you will and a PG one at that. It was actually a rough summary, but I decided to go with the other one instead. Believe it or not it is actually really, really hard to write a PG summary for a fic that deals with _very _adult topics. Anyway if you haven't guessed by all the hints and the rating of this fic then here it is plain: **This fanfic deals with Non-Con, rape, gangbang and forced male-on-male topics as well as just plain old sex and it gets **_**much **_**more explicit. Oh and there is 'bad' language. **I've given you fair warning so if you don't like get out now… or skip to chapter 2 if you like where I will give a quick synopsis of what happened in chapter 1 and you can get on with the story. I don't want any whiny reviews _please_. Now with that over with, I also want to say this is a serious fic. It's not meant to be just fluffy smut or un-fluffy smut for that matter. There is a plot of sorts and so on… and yes a sex scene or two. I also want to say that I'm trying not to OoC spidy too much, but this is a darker then normal situation for him, at least in the beginning, so some might think that's what I'm doing. All I want to say is I'm trying write him how I think he would react given the situation. I honestly think this is a valid topic even though I doubt Marvel will ever touch it. I mean seriously if the villains are so pissed at Spidy that they want to kill him (normally) then how far off is that from humiliation and well… rape? It not as if they're the nicest people in the world to begin with.

Once again: **If anyone is not comfortable reading explicit rape scenes just skip to chapter 2 and I'll post a quick** **synopsis there before continuing on.**

**ONE LAST THING**: This is a really, REALLY long chapter. I wanted to get all the blood, rape and sex (since those things happen basically in that order) over and done with in one go so in Chapter 2 I can get on with more plot-like stuff. I just wanted to tell people that before they sat down thinking this would be a quick read... It is 17,000+ words. My normal chapter length is about 1000-5000 words, but we'll just have to see how it goes from here.

**AND ONE MORE REALLY LAST THING**: I'm trying out giving Rhino an accent so no I'm not just really bad at spelling. This is my first time writing in accent so I am open to any helpful suggestions. Basically I am replacing some 'th's with 'zh's and some 'w's with 'v's.

EXAMPLES:

Zha = the

Zhis = this

Vill = will

Avake = awake

Iz = is

This is just a test run. Please if anyone finds it too annoying tell me in a review so I can stop making the effort or at least cut back a little. Thank you. Now to the story:

**Title:** He Can't Afford to Be Innocent Anymore

**Chapter 1:** Hell

Peter was bruised and bloodied from the fight that had knocked him unconscious, but as the villains watched the injuries just disappeared. The first thing they did was unmask him. The boy struggled valiantly when he finally woke up, but that had done him no good. The restraining device the octopus had put him in held him firmly and allowed them to put him into any position they wished. They fell on his body like ravenous wolves, tearing his clothes and thrusting into him. He screamed then, surprised by the overwhelming pain and many of them enjoyed it. It was going to be a fun night.

**...**

Aleksei stopped dead in his tracks and stared in horror at the sight that greeted him in the room.

A kid. They were raping a kid. A boy none the less. Yes Aleksei was technically a criminal, but he wasn't a rapist and he definitely didn't do kids. He didn't think most the other men in the room were into that sort of thing either until now. What the hell had the boy done to earn this kind of torture? And what the hell was so special about this kid that he gathered so many of the city's underbelly to the warehouse?

"Hey Rhino!" Hearing his 'title,' Aleksei started and looked towards the voice. Some minor thief he had pulled a few jobs with, but whose name escaped him at the moment, was waving and walking over to him. "You almost missed all the fun."

An earsplitting shriek echoed through the room. Rhino winced, his eyes drawn back to the horrific scene as the beaten and bloodied boy screamed and bucked in his restraints as the man currently fucking him thrust viciously deep, pressing inside the kid as far as he could go. The teen then moaned, sobbing as the guy climaxed, shooting his hot seed into the kids already cum-filled bowels.

"Vhat zha hell iz going on here?" Rhino whispered, going pale, but his acquaintance didn't notice.

The thief whose name he couldn't remember (Rhino decide to just think of the man as 'Bob' right now) blinked in surprise. "No one told you?" Bob suddenly grinned, something dark and vengeful shining in his eyes. "We're taking turns fucking Spiderman's brains out."

It was Rhino's turn to blink in surprise and stare at the kid now softly crying in the restraints as the man who had been fucking him pulled roughly out and left him hanging, cum and blood dripping from his ass. It might have been sexy if there had been less blood and if the kid had been willing. As it was Rhino just stared in shock.

"Zhat iz zha Spiderman?" Aleksei could see the torn shreds of the costume hanging off the kid's arms and legs now, but it was still hard to believe. The boy looked barely more than a teenager under all the dried blood and dirt that coated his skin.

'Bob' smiled at Rhino's surprise, that unsettling look still in his eyes and growing lustful as he looked at the boy. "Yah. That's what I thought at first too, but you should have seen him fight the first time he woke up. I mean damn, he threw that Mysterio clown clear through the wall before the Doc siced those ball restrain things on him."

"Uh-huh," Rhino mumbled, his eyes wide and staring as the next man walked up and started to roughly fuck the kid some more. It was another guy Rhino knew by sight, but didn't work with enough to remember a name. He was definitely low ranked in the criminal world though, just hired muscle if Aleksei remembered right. It seemed all the higher ups had got first pickings and it was even more obvious no one was planning to take pity on the boy and just slit his throat until after they had all had their fair share of his body first and then some. They all wanted their turn at the kid's ass and were damned if they were going to be gentle about it. Talk about venting frustrations. Even though Rhino didn't consider himself a good man or even a nice man, the sight of the criminals around him pining for just a piece of the action and not caring the damage they did appalled him. True, he did not like the Spider, but given the chance he would have done the civilized thing and snapped the kid's neck, not fuck him to death. Judging by the pool of cum under the boy he had to have been forced by at least twenty guys by now and there was no sign of it stopping anytime soon. And it was obvious no one had been kind enough to use lube. No they had fucked him raw until he bled and then fucked him some more, ignoring his screams of pain and pleadings for mercy. Rhino shuddered at the thought. It was like some horrible disaster Aleksei just couldn't bring himself to tear his eyes from. In fact his lip curled in disgust as he saw a small group in the corner that seemed to be taking bets on who could make the kid scream the loudest.

And scream the boy did as the latest man pounding his ass shoved hard and came inside.

"No more," the boy moaned, weakly shaking his head as his rapist lay on top of him, basking in the afterglow of climax.

"Oh we're not done with you yet." The man drew out and slammed back into the kid, still hard enough even after cumming to make the boy cry out.

Even from where Aleksei stood he could see the boy was shaking with pain and strain as his muscles were forced into unnatural positions by the restrains. The restraints were weird in themselves. Obviously some strange invention of Doc Ock's. They just looked like shining blue balls that had been put over the kid's hands and feet and made him hang in the air with absolutely no chain or rope as support. The boy's arms and legs had been forced up behind his back in a horribly contorted fashion, bowing his back almost to the breaking point.

"Jus'… kill me." The trembling voice brought Rhino's focus back from the restraints to the kid. He actually found himself feeling pity for the boy, but no one else seemed to.

"As if," the guy on top of the teenager scoffed, then pulled out a switchblade from his pocket and before Rhino even realized the knife was in the man's hand, slashed the boy across his side.

Fresh red blood splattered against the pavement of the abandoned warehouse. Rhino heard the kid gasp then his hoarse screams echoed through the place again.

"Vhat zha hell?" Aleksei started forward, fury flashing in his eyes. If they weren't going to kill the kid they shouldn't tease him like that, but then Bob was standing in front of him, blocking his way.

"Whoa Rhino chill. Franky won't kill him none. The kid heals like that," the man snapped his fingers, grinning. "Don't worry. You'll get you're turn with him," the small, weaselly man assured him.

Rhino growled, but settled back against the wall. He did _not _like this.

The fucker seemed to be in bliss though, his head thrown back and eyes closed with his dick still buried in the kid. "Oh damn you tighten up so good. Shit it's like it's suckin' me in. I could already fuck you again."

"Move my turn." The man was shoved away from the kid, almost falling to the ground as another excited guy took his place, but before the new rapist could shove himself into the boy a metal tentacle-like arm snaked out and grabbed his shoulder.

"Take the mouth. I want to have a little fun." Dr. Octavius's eyes gleamed menacingly and the man who had opened his mouth to argue snapped it shut as life preservation instincts kicked in; but then as he moved to the boy's front genetal preservation instincts kicked in as the kid bared his teeth, his dark eyes flashing dangerously. "Just try it asshole," the teenager snarled hoarsely, his voice cracking with the strain of screaming for hours.

Rhino was impressed. The kid did have some spunk left in him after all.

The man who had been so eager to fuck the kid moments before flinched at the boy's voice and took a step back, covering his nethers protectively. "Uh yah… No offense Doc, but I really don't want my cock bitten off."

"I will persuade him," the Octopus said almost lazily, reaching between the boy's legs.

Peter glanced sharply back as he felt cold metal slither against his genitals. "What?" Then his eyes suddenly jerked wide and he screamed, thrashing in pain "AH! No… Don't pull on that!"

Rhino winced as he realized Ock had grabbed and twisted the kid's balls with one of his metal arms.

"Suck him or I'm going to rip yours off," the crazy doctor hissed.

The boy whimpered weakly. "No- "

Ock gave another vicious twist that even made some of the rapists watching wince. Tears sprang to the boy's eyes. The pain was just too much. Rhino could see the kid would break before the teen yelped out his surrender. "Hiii! Okay! OKAY!... just sto-op," the last word sobbed out as his head drooped in defeat.

Ock was grinning gleefully behind the boy, savoring the pain and submission. "Open wide," the man said, giving the balls another small jerk.

"Ah!" The boy gave a little bark of pain and opened his mouth, fresh tears of humiliation streaming down his face.

"Wider," Ock hissed. The kid jumped to comply before the doctor had another chance to tug on his family jewels.

Doc Ock smirked and leaned back patting the boy's ass, but without letting go of the kid's tortured balls. "Good boy."

Peter felt something hot and wet slap against his face and he opened his eyes. Then his eyes widened further. No! It was too big. It would choke him for sure. He tried to say something, but the grinning man suddenly shoved his dick all the way down into the kid's virgin throat. The boy's eyes flew wide and he gagged, his throat spasming around the hot meat. His body heaved. Rhino could see the kid had obviously never taken anything in his mouth before.

"Watch the teeth bitch," the man fucking the boy's throat growled, slapped Peter's face hard enough he saw stars.

"HAgnnngh!" Peter tried to focus on not choking, but it was impossible. His body heaved again.

Somewhere in all of this Ock had moved the restraints holding Peter's legs down so it looked like the kid was standing bent over in the air with his butt sticking out. The position would have been relaxing for the boy compared to the others he had been forced to endure IF the sadistic man hadn't been keeping a tight grip on his balls and IF the other man hadn't been thrusting into his mouth, making him want to puke. At least my ass is getting a break, Peter though. Then the first blow hit.

Peter screamed as firey pain exploded on his butt, burning his skin.

The rapist shoved his dick all the way in again as the boy's scream vibrated around his dick. "Oh fuck yah. Feels good. Make him scream more."

Peter gasped, coughing around the dick as it thrust roughly in his mouth. What the hell had he been hit with? Then the next blow hit right across the first one. Peter's scream was strangled by the cock in his throat again. Tears sprang to his eyes as the force of the blow jerked him forward onto the dick. He choked vicious, his whole body heaving. He felt bile in the back of his throat. He thought he was going to die then the man finally pulled out.

Peter gasped, coughing out the puke that had come up. The man grinned lustfully at him and waited for a few seconds, slapping the kids face with his hard meat while the boy panted. He moves the kid's arms down into doggy style so he could grab the boy's face and really skull fuck him then he put his dick back to the kids lips. "Open wide."

Peter shook his head weakly, but then the third blow hit his back, right across his shoulder blades. He screamed unprepared for the ruthless blow and the dick shoved back into his open mouth. Out of the corner of his eye Peter saw what Ock was hitting him with before he started gagging again: a quarter inch thick plank of wood. No wonder it hurt so much. The next blow came down hard on his butt again, right over the other two marks. Peter couldn't help but flinch as he screamed, and he bit down just a bit.

The man gasped and drew out, hitting the boy across the face hard. "Watch those fucking teeth." Peter whimpered, tears streaming down his face. Everything hurt so much. His throat, his butt, his back, his side, his face, everything. The man grabbed his chin and shoved back in. Peter gagged almost throwing up again. God when was this going to stop?

There was one more burning hit on his butt that left him sobbing with the pain, but that just seemed to make the man fucking his mouth even more excited.

Suddenly Peter felt his ass cheeks being spread apart then something hard and cold pressed against his entrance. What the hell? Peter didn't have a chance to think anything more before Ock shoved one of his metal arms up inside him. It was BIG! Peter's eyes flew open and he shrieked and shirked as that unyielding thing tore into him, worming its way farther inside. He didn't even realize it when his bladder let go and he pissed all over the floor as the size and force of the intrusion pressed on his guts. He couldn't help it when his teeth grazed the cock in his mouth again.

The man snarled, yanking himself out of Peter's throat. The kid only had a second to cough before the rapist started to smack his face repeatedly. "I said watch those fucking teeth." Every word was accompanied with a blow. Between Peter's exhausting, the beating and the thing pumping in his ass he started crying hard. "Hur-ts," he moaned past his sobs as blood dripped from the corner of his lip.

The man wasn't sympathetic. He just pried Peter's mouth open and started skull fucking him again. It was just too much. Peter was getting lightheaded, but he couldn't tell if it was from the pain, lack of oxygen or blood loss. Oh god I can't breathe.

Peter tried to struggle, but the grip on his ball just tightened, shooting pain through his body as the thing inside him fucked him hard. Was this really the way he was going to go? Choked to death by a cock shoved down his throat and another something shoved up his ass? For some reason he couldn't bring himself to care anymore. It just didn't seem to matter. He couldn't really feel anything anymore not even pain. Not even the thing withering in his ass. The lights were so dim. He couldn't understand why. His brain felt all fuzzy and his body... it was like he was floating...

Then the man pulled out of his mouth and everything came crashing back. Peter coughed and gasped for breath, his throat so raw it felt like it was burning. The man shoved his cock against the teen's lips again. No, it was too soon. Peter turned his head away gasping for air, but all that got him was another hard squeeze, and the thing inside him punching at his guts. He cried out at the pain and the cock shoved down his open mouth again. No… stop… I need to breathe… I can't breathe…

"Anyone mind if Killaz has a piece of this bitch next?"

Someone was talking, but Peter couldn't see who. His eyes were too cloudy with tears. There was laughter even though he couldn't make out any other words. Then the man fucking his mouth grabbed the boy's hair and yanked his head up off the cock.

"Here that bitch? The dog's having you next bitch. Then you really will be a bitch, bitch."

Peter looked up at the man, but his eyes didn't see anything as his eyelids fluttered and his vision darkened in his half conscious state. He panted desperately for air. It was the only thing he could think about at the moment. He didn't even feel it when the man spit in his face then plunged back into his gasping mouth. Peter cried out, struggling weakly as his airway was cut off yet again; all thoughts of the thing squirming so far up inside his bowels were forgotten in his desperation. No. I'm suffocating. I need air. Peter's vision darkened further, his eyelids drooping and he body went limp. Stop. I…

The man slapped his face again, not even bothering to pull out this time. "Dammit watch those fucking teeth."

That was the last straw. Aleksei was shaking with fury as he saw the boy droop into unconsciousness. He could not hold himself back anymore. "Hey stupid," he growled dangerously. "Zha kid cannot breathe."

The rapist scoffed, not pausing in his thrusts. "Oh he's not that fragile. Be patient and wait your turn."

Rhino snarl. Within a second he stepped forward and ripped the man away from the kid.

"What the hell?" the man whirled on Rhino only to gasp in fear as the big man loomed over him.

"Idiot. He iz _not_ breathing."

Even Ock paused as Aleksei crouched down to the boy's level, patting the teen's face. "Come on kid breath. Dammit." Rhino changed his tactic and thumped the kid hard on the back. The boy suddenly jerked in the restrains with a gasp then started coughing again. His body heaved and the contence of his stomach splattered on the floor. A weak tortured sound fell from his lips then the boy went limp in the restraints again.

Rhino was relieved to see the kid breathing when he checked, but he couldn't let the others think he with pitying the boy. They would think he had gone soft. Instead the big man turned and simply said: "Breathing, but zha kid iz out."

Rhino heard someone behind him punch the man who had nearly choked the kid to death. "Dammit idiot. You almost ruin it for the rest of us."

"Aw I was really looking forward to seeing Killaz fuck the bitches brains out," the asshole with the dog whined. Rhino ignored him too, turning his eyes to Octavius.

"You might as vell pull out."

Ock stared at Rhino with the unwavering gaze of a predator who smelled blood. "Why would I do that?" the doctor said, thrusting into the boy hard, making the kid's stomach bulge grotesquely, but not even a whimper escaped the boy. Only the soft wheeze of Peter's labored breathing could be heard in the stillness of the warehouse.

Rhino frowned at the Octopus, but managed not to flinch. "Zha kid iz out," he repeated. "He vill not be coming back any time soon." When Ock didn't look convinced Aleksei whirled and grabbed a bottle of water from one of the other guys and splashed it on the kids face. Peter didn't so much as twitch. "See?"

Ock eyed Rhino, looking down his nose at the big man, which was a feat in itself since Aleksei was a full head and shoulders taller than the sadistic doctor. "Tell me what do I care?" the man said lazily.

Rhino's eyes darkened. "Zha kid cannot scream for you. I know zhat iz vhat you are after… And if you break him, no one else vill be able to have a turn," Aleksei added even though he felt sick saying the words. At least it would get the others on his side if things came down to that.

The two criminals locked eyes in a staring contest, but in the end Ock blinked first. "Indeed," the man said, casually pulled the bloodied metal arm out of the kid and walking away as if nothing had happened.

Rhino watched the super villain go and tried to ignore the fresh blood dripping from the boy's hole.

Things grew very quiet for a while. The only sound was the boy's breathing. Finally someone spoke up. "So uh... what now?"

"I donno," someone else answered.

"Wait. Think of it… if the Spider is off the streets-"

"Easy pickings."

That took a moment to sink in then everyone was rushing for the door, excited to finally be able to get a job done.

"Wait shouldn't someone guard the boy?"

"Oh come on. The kids not going anywhere."

Rhino shook his head disgusted as the others disappeared out the door and turned his attention back to the kid. Finally alone with the boy, Aleksei surveyed the damage.

Blood, cum, piss and puke pooled on the floor beneath the unconscious teenager. It was just a mess. Aleksei sighed, rubbing his neck. Well first things first. Time to get the kid down.

**...**

Well now what? Aleksei thought. The kid was lying on his back pale, bloodied, filthy and completely unresponsive. On second thought he also looked a little bloated. Rhino pressed down on the boy's stomach gently, not wanting to hurt the kid, but a little worried. The boy groaned and a glob of cum and dark, half dried blood leaked out from inside him. The man took off the pressure, shaking his head. Man those bastards had really done a number on the teen. He could see now the kid's eyes were half open, but unseeing. Rhino didn't pretend to be a doctor (of the medical kind not the ape-shit kind), but he'd seen enough pain in his life, and to him it looked like the kid had retreated into himself; to that 'happy place' the mind goes when it can't take the tortures of the body anymore.

Damn Aleksei wished he had some medical supplies, like an IV and some blood. Well actually this warehouse_ was_ a place some of the criminals he had seen today came to recover from… stuff. Others liked to used it for torture: case in fact. The warehouse was a nice place for stuff like that; abandoned, out of the way, no one could hear you scream…

An involuntary shudder ran up Aleksei's spine. I must be going soft, the man thought rubbing his eyes. But dammit all it was a _kid_! The man got up and started off for a quick search of the place, thinking he might be able to find what he wanted in way of medical supplies and even a bit more.

Rhino didn't end up finding an IV, but on a bit more of a creepy note, he did find an enema kit in the bathroom and grabbed it. The kid was so stuffed up a deep cleaning might help some.

Rhino gently unlocked the kid's restraints, which wasn't as hard as he thought it would be. Actually it was as simple as moving them. You just had to put both hands on one of glowing balls and move as if to tug them apart and they all fell open. Rhino didn't realize they ALL would open and almost didn't move fast enough to catch the kid. Luckily, he did manage to grab the boy's head and shoulders before the kid hit the floor. Aleksei quickly readjusted his grip and carried the boy to the bathroom. He also brought the restraints just in case the boy woke up and proved to be unmanageable, which, after the hell the kid had been though, Rhino thought would be likely and just his luck the kid had to wake up right in the middle of the enema.

**...**

Peter blinked up at the ceiling from where he lay on the floor as his vision slowly cleared. His mind felt muddled. Had it all been a dream? No. It couldn't have been. It had been so real and... What the hell?... What was that weird feeling? Some sort of pressure in his gut.

The teen groaned, weakly levering himself up on his elbows. What was going on? His eyes widened as he caught sight of the tube leading to his ass. Oh, oh god! There was something inside him and-and it was pushing some sort of liquid into him. What kind of torture was this? "Ah!" he yelped as his stomach suddenly cramped and he kicked out at the tubing. He felt the nozzle pop out of him and then it was all he could do too keep the enema from pouring out of his bowels.

Rhino whirled from where he stood facing the cabinet above the toilet. He had been looking through the shampoos and body washes stored there, but then he heard the kid cry out. "Shit you are avake," his accent thickening in his surprise.

Peter's eyes widened to the size of saucers as he saw the big man looming over him. "No! Don't-Nnngh." The kid tried to get up, but fell back to his knees, clutching his stomach, his face flushed with the pain of the cramping inside him. "Oh god what is this?"

Rhino crouched down to the boy's level, worry furrowing his brow, but he didn't try to help. He knew the kid would just freak out if he touched the teenager right now. "Just breathe boy. It iz going to be okay."

"No!" Peter flipped over on his hands and knees and tried to crawl away, but Rhino was on top of him in a second, pinning his arms and legs. If the kid kept this up he was just going to hurt himself.

The boy flinched, crying out as he was pressed to the floor. "Ah! No! My stomach."

Rhino frowned and eased up so the shivering kid under him did not have to lay on his overfull bowels. "I am going to put you back in zha restraints boy," the man said quietly. "Do not fight me."

"NO!" The kid started struggling under Aleksei, but then a coughing fit overcame him. Peter hacked so hard he felt like he was going to throw up. While he wasn't paying attention Aleksei picking him up and gently put him back in the restraints standing up. The man was still having trouble believing the kid was really Spiderman.

It took awhile for Peter's coughing fit to calm. When he came back he saw Rhino standing in front of him, considering the boy from 'afar.' Peter looked up at his arms. "What?" The boy rattled his wrists, but he couldn't move a bit. "Dammit." He closed his eyes and sagged in the restraints, gasping.

Peter started when he felt something bump his chapped lips. He recoiled remembering the last thing that had been in his mouth, but when he opened his eyes he was shocked to find Aleksei holding what looked like a glass of water to his mouth. Peter glanced up at the man, but that just made him more confused. What the hell? Was that _concern_ in Rhino's eyes?

"Drink," the man said gently, tipping the glass to wet the kid's dry lips. "You must be parched."

The boy stared at him for a moment longer, but then shielded away. Peter had no idea what was dissolved in that water or even if it was really water.

"It iz just vater," Aleksei assured the kid after a second, but the teen didn't turn his head back. Rhino took the glass away, shaking his head. "Stubborn boy."

Peter was about to say something in return, but the words just came out as a pained gasp. He whimpered, curling up on himself as much as he could in his restrained position as another cramp hit him. His face screwed up in pain as he panted. "What the hell are you doing to me? What did you put inside me?"

Aleksei put the glass down by the sink then stepped forward, gently rubbing a hand over the kid's belly to help with the cramping. Peter flinched at first, but then relaxed as he realized the relief the man's touch gave him. "Deep breaths boy," Rhino said. "It iz called an enema. It iz to help clean you out inside. It vill not hurt you."

"Well it does," Peter snapped, panting harshly. "Do I… Do I have to hold it?"

"No." The man turned and grabbed the five gallon bucket he had put by the toilet. "Here," he said positioning the bucket under the boy.

Peter looked down, then back up at Rhino. "You have got to be kidding me. I'm not going in there!"

The kid's tone, which would have normally made Aleksei angry, actually made the big man smile a little. The boy's pride still lingered. That would be a good thing if the kid managed to get out of here. It meant he would most likely recover... given time. Rhino didn't want to break the boy's spirit any further, but if the kid wasn't going to comply out of the restraints, this was the only way it was going to work.

"Come on boy. I know how badly you need to expel."

Peter shook his head stubbornly despite how uncomfortable he felt.

Rhino sighed, his patience waning. "Look, you have already pissed and puked all over zha floor. It iz not like zhis iz any worse."

"No! Let me go on the toilet."

Rhino could see the boy was trembling with the effort to keep the enema in. The man couldn't help but relent. He bent down to the boy's level and looked him in the eyes. "If I let you out of zha restraint vill you behave?"

Peter lowers his head then gave a reluctant nod.

"Okay zhen…" Rhino quickly released the boy and the next thing Peter knew he was sitting on the toilet.

"Legs up here," Aleksei said, bending the boys legs up against his chest. "Zhere. Hold zhem. It vill help you get it all out."

"Why are you doing this to me?" Peter panting, his cheeks flushed as he finally let himself release the dirty water from within him.

Rhino looked away, unable to meet the kids eyes. "I did not zhink you vould vake up." Rhino had planned to give the kid the enema then put him in the tub to drain while rinsing him off.

Peter was quiet for awhile as he focused on expelling the liquid within him. After a good amount of time had past. Aleksei crouched before the teen, touching a hand to the kids leg. Peter started and look up from where he had rested his cheek on his knees.

"How are you doing boy? Do you zhink it iz all out?"

The kid thought for a moment. "Maybe… I think so."

Rhino couldn't help, but noticed the boy was very flushed. He might have even been running a bit of a fever… or he could have just been embarrassed about being nude. It was hard to tell. The big man sighed and stood up again. "Wipe and let us get you off zhere."

Peter soon found himself standing in the corner bathroom, holding his hands over himself. This was awful. He had no idea to act right now and what was worse he had promised to behave. What the hell was he supposed to do now?

Rhino leaned over the toilet and frowned at the contence of the porcelain bowl. "Ve're going to have to do another enema…. Maybe two."

Peter gasped in horror. "NO!" he yelled, covering his butt with his hands and backing against the wall until there was nowhere else to go. "Hell no," he shook his head. "I'm not letting you near me again." To hell with promises, Peter ran for the door, but the ball-restraints swooped down and caught him. "No!" he screamed, struggling against the restraints frantically, but it did no good and as weak as he was he tired quickly. "Damn you, you stupid fucking things!"

Rhino patiently waited until the kid quieted and sagged between his restraints, panting. "Boy it iz for your own good."

Peter flinched away from the man's hand as Aleksei reached out. "Don't touch me you sick fucking pervert. I don't want any part of your sick twisted games."

That did it. Rhino's patience snapped.

"I am not doing zhis because I enjoy it!" the man roared as anger engulfed him. Peter cringed in the wake of the man's famous temper. He thought the man was going to hit him, but Rhino instead took a deep breath, trying to control his temper.

"Look," the man nearly shoved Peter's head into the toilet. "You have dried blood and other nasty zhing up in you. I do not care how fast you heal, not cleaning you out after all you went through iz just asking for an infection or something."

The man was right. The dirty water in the toilet was disgusting and it smelled worse. Peter looked at Rhino through the corner of his eye. "…Why do you care?"

Aleksei let go of the boys neck, glowering. "I have no clue," he snapped as the restraints slowly stood the boy up again, resuming their position. "I should have just let zhem fuck you to death."

Them, them. He said them. That means… Peter's eyes widened. "Y-you haven't taken me…"

"Nyet… not yet," the man said gruffly, still pissed.

Tears filled Peter's eyes and he started trembling at the thought of being raped again. "Don't… please don't."

Rhino sighed, his anger melting away. "Come. Let us finish cleaning you out. Then ve vill talk, da? "he said but the boy wasn't listening.

"Why don't you just kill me already?" the teenager sobbed.

"Because zhat vould be too easy," the man said matter-a-factly. "And because I do not do kid."

"No," the boy spat bitterly. "You don't do kids, but you sure as hell rape them you fucker."

The man snorted. The name calling was getting a little tiresome. "You must be feeling better," he grumbled under his breath. "Look, zha others are not gay. At least not zhat I know of… You vere just a good fuck. Zhey don't understand zha extent of zha damage zhey vere doing to you." Rhino frowned then restated himself. "Okay yah zhey did get zha 'rape you senseless' part right, but I do not zhink zhey really planned to rip you up so bad… except zha doc, but he iz a fucking sadist so he gets off on zhat stuff." The man eyed the kid, rubbing his chin in consideration. "You are definitely not a masochist zhough. Zhat much was plain."

Peter whimpered weakly, starting to get really scared as Rhino talked so casually about his rape.

"Do not vorry zhough," the man let his hand linger on the boy's chest then drift down. "I vill make you feel good."

Peter flinched. "Don't you dare touch me," the teenager squeaked, his high and panicky.

"Shhh," Rhino whispered, reaching up to caress the boys cheek. "I promise I vill be sweet."

The fight simply ran out of Peter and he started sobbing. Rhino hadn't realized how much the others had broken the teen. Aleksei stepped back, trying a different tactic.

"You are over fifteen, da?"

"That would you care?" Peter snarled, tears still streaming down his face, but Rhino could see he was right.

"I am no pedophile," the man said, pulling a Swiss army knife out of his pocket and began to cut the remaining taters of the kid's costume off the boy's arms and legs. Peter shivered as his skin was bared, but didn't dare move a muscle otherwise, not while Rhino had a knife in his hands. "I am not going to cut you boy," the man said as he finished then threw the blue and red rags in the corner.

Peter didn't say anything, but squirmed under Rhino's gaze as the man stepped back and just looked at him for a moment.

"You have a beautiful body for male. Have you been able to cum yet?"

Peter's cheeks flared crimson. "W-what do you think?" he stammered, his bravado flagging. His heart started to race in panic at the thought of being forced yet again. Then Peter saw something in the man's eyes softened at his words.

"Calm boy," Rhino said gently, resting a hand on Peter's chest making him flinch. Rhino felt a stab of sympathy for the boy. Being used, but not being able to reach release yourself must have been hell. Not that the kid had enjoyed any of it. The man hadn't seen the slightest arousal in the boy from the harsh treatment he had received. Aleksei wanted to change that. Make him feel better. "I am not planning on injuring you kid,"Aleksei said softly. "Are you still hurt inside or do you zhink you have healed. Be truthful."

The boy squirmed some more under that strange look in Rhino's eyes, feeling uncomfortable. "I don't know. I feel strange but… I heal pretty fast."

"Kid," Rhino raised the boy's chin with a hand. He knew he was risking bitten fingers, but it was worth it just to get the kid to look into his eyes for a moment. "I vant you to know vhat Ock did to you vas disgusting. I am not zhat cruel, but if yo try to run I am going to havta put you back in zhese restraints," the man said, released the restraints as he talked.

Peter stumbled out of them, rubbing his wrists. Honestly he was surprised Rhino had freed him. "So what's now?" he asked after a moment.

Aleksei sighed, thinking. "Vell I am going to give you a bit of a break," he said after a bit. "Get some food and vater into you and see if ve cannot get you healed up a bit more. Zhen ve vill finish cleaning you out."

Peter looked down at his feet. Now that really was surprising. He looked up again, suddenly feeling strangely shy. "Can… can I wash out my mouth first?"

The man smiled which that alone made Peter stare. He'd never ever seen Rhino smile before. "Go ahead," the man said with a nod.

**...**

Peter was weary of tricks, but Rhino simply did exactly what he said he would and even a bit more. Silently he gave Peter a blanket – which the boy quickly wrapped himself in, his cheeks flushing scarlet as he became acutely aware of his nudity – a bottle of water and some granola bars the man had collected before the kid had woken up. Rhino watched the boy carefully as the teen took the items and considered them for a moment before popping the sport's top of the water bottle and taking a long gulp.

Rhino really wished he could figure out a way to stop freaking the kid out, but it seemed like it was simply an inevitability. The boy was incredibly pale, but his color was slowly coming back to his skin. That was a good sign.

Peter couldn't bring himself to really eat anything, but the water was heaven on his parched throat. He was so thirsty Rhino gave him a second bottle which Peter drank half of before stopping. Finally, when it was clear the kid wasn't going to eat anymore, Rhino spoke again.

"Okay boy drop zha blanket, face zha toilet, spread your legs and bend over."

Peter's face turned white and he looked sharply at the man. "What for?"

"Chill kid I am not going to fuck you right now," Rhino said and held up something up in his hand. "I am going to see if you are bleeding inside."

Peter started at the item and he did not look happy. "With a tampon? Tampons are for girls!"

Rhino sighed. "It iz all I got kid. Vork vith me a bit."

"What do you care if I'm bleeding or not?" Peter demanded instead.

Aleksei didn't know what to say to that. Did he care?... He searched his feelings. Yes… yes he did. Why? Well that was his own damned business not the kid's. "Does not matter," he said gruffly. "Hurry up."

Peter thought of rebelling, his eyes darting to the restrains that were still hovering innocently in the air. He knew they would swoop down on him again if he ran, they seemed to be somehow keyed to him and detected quick motion, but maybe he could trick them somehow.

Rhino sighed again, seeing the defiance in the boys eyes. "Look kid, no zhey are not perfect, but zhey are absorbent da? And small. You vant me to try and find something bigger? 'Cuz I have found a super- "

"NO!" Peter yelled at the mention of anything bigger going up inside him. Then he realized what he had done and looked down at his hands. "No," he said again meekly. "I'll do what you say."

The boy folded the blanket neatly, stalling for time. He felt so bare without it. He bit his lip thinking. Well at least Rhino was clothed. He sighed, laying the blanket on the floor, knowing he couldn't stall any longer. He slowly moved into the position the man had told him to get into, his hands leaning against the toilet cover, and his legs spread apart with his butt in the air. Oh god he felt so embarrassed.

Rhino could see the tension in the kid's back and legs as the boy watched him cautiously from over his bare shoulder. One wrong move and the kid would bolt.

Rhino gently laid a hand on the boy's back and felt the kid flinch. "I am not going to hurt you kid," he rumbled softly. The kid didn't seem convinced, but he turned his head so he was staring straight at the wall, seemingly accepting that what was being done to him was a necessary evil.

Then Rhino wiped a wet pad along the boys crack, the cold of it made the boy jump with a squeak.

"HEY!" Peter snapped over his shoulder.

Rhino raised a hand in surrender. "I am just cleaning you up a bit. Do not vant a false reading da?"

"I can do stuff like that on my own," the boy snapped again, his cheeks hot humiliation.

"You vould not vant to have to do zhis over again vould you?" Aleksei pointed out.

Peter sighed, turning to face front again. "Just hurry up," he said, shifting uncomfortable. "This position is embarrassing."

"Can you pull your cheeks apart for me?"

Peter flushed scarlet as he realized what the man was asking, but clenched his teeth and did as he was bade. Necessary evil, necessary evil, necessary evil, he chanted in his mind, to keep himself from bolting at the man's touch.

Rhino smirked just a bit. Now that would have been a nice view… If the boy had been cleaner and less terrified. The thought quickly killed any joy Aleksei was getting out of the situation, but the man still took a moment to glanced at the kids entrance. When Rhino looked before at the kid sphincter, while he was inserting the nozzle of the enema, something had looked wrong. He hadn't been able to put his finger on it before and thought it might have been his mind playing tricks on him or an illusion from all the dried blood, but something hadn't been right. Good news was that if the kid's sphincter had been ripped, it sure had healed back to normal now. Bad news was the boy looked really tight.

"What's taking so long?"

Rhino started at the boy's voice. The kid sure was getting restless. "Give me second to figure out how zhis zhing vorks… OH! Zhat iz easy. Hold still for a moment."

The next second Peter felt something cold and wet touched his entrance. "Ah! What's that?" he jumped, his voice just a little squeaky with panic.

"It iz just lube," Rhino rumbled back.

Whatever that was supposed to mean, the answer made no sense to Peter. "What?"

Rhino glanced up surprised. Jeez the kid was naive… probably still a virgin. The man winced at that last thought. "Makes things go in easier," he explained smearing some of the stuff on the applicator of the tampon. "It iz going to have to be pretty dry in you so zha tampon does not just soak up lube. It vill probably be pretty uncomfortable, but something zhis small vill not actually cause you harm. Okay ready? Deep breathe."

Aleksei let the boy have a couple breaths before he pushed the tampon in. The kid let out a whimper, his head falling to rest on the toilet cover, his eyes squeezing shut, but he somehow managed not to pull away. Damn that did not feel good. He resumed the mental chanting to take his mind of the thing being shoved up his ass. Necessary evil, necessary evil, necessary EVIL!

Rhino made sure the tampon was all the way in before pulling the applicator pieces away and patting the boys leg with a nod, as a sign it was over. Suddenly the strangest thought came over Aleksei: the boy had a tail! It amused Rhino, but he carefully kept that thought to himself knowing the boy wouldn't find it so funny. "Okay I am just going to leave it zhere for a bit to see if it absorbs anything. You can sit if you vant."

The kid shook his head panting, his arms now leaning on the toilet seat along with his head. The dry cotton seemed to burn in his ass. "No. I'm not moving till that thing is out of me."

Rhino could see the boy's legs shaking in exhaustion and sighed. The kid was trying not to show his weakness and fear, but it was obvious he was just about at his limit. Aleksei bent down and scooped the startled teenager up into the blanket, sitting himself on the toilet with the kid in his lap.

"Do not be difficult," the man said before the teen could open his mouth. "And try to relax."

Peter lean wearily back against then man's chest, his eyes staring straight ahead. No matter what he did he could still feel that bit of cotton shoved up inside him. Rhino had been right. It was damned uncomfortable. The only reason he had let the man do anything to him so far was the fact that his spider senses weren't screaming 'DANGER' at him like they normally would have when Rhino was around, but something else weird was going on. He senses were still tingled in the background of his mind like a scratch he couldn't itch. It was so weird. He had no clue what it meant, but it still made his skin crawl. Finally he gave up trying to interpret his super-human sensory system. He was just too tired. He sighed and leaned back against the man fully. "This… is awkward."

"Da," the man rumbled in response.

Nothing else was said for a good ten minutes. Finally Rhino spoke again, reaching down the boy's butt to wrap a finger around the sting handing there.

"I am taking it out."

Peter gave a tight nod. He tensed, biting his lip, trying to steal himself for the extraction, then gasped when the man started to pull it.

"Hah! Ow!" It was so much worse coming out. The cotton was not slick, not streamline and stuck to his insides like a tick on a dogs bum. He filched, tensing up, unknowingly grabbing the man's arm and squeezing hard.

Rhino stopped for a moment leaving Peter panting for breath. Aleksei was starting to regret pushing something into the kid that was obviously never meant to go up an ass, but it was the only way he could think of to see if the boy was bleeding. "It has to come out boy," he said simply.

"I know. I know." The kid gasped, his eyes squeezed shut against the strange pain. Damn it felt huge, like it had doubled in size. Peter could have sworn it wasn't that big before.

"Try pushing out as I pull."

"Ah shit!" Pain shot through Rhino's arm as the kid squeezed harder, but the big man ignored it and continued to steadily draw the tampon out of the teen's tight hole.

Necessary evil, NE-cessary Evil, NECESSARY EVIL! AH-HAAA! SHIT! SHIT! SHIT! Peter bit his lip _hard_ to keep from whimpering.

Rhino could have sworn he felt his bone's creak under the kid's death-grip. Damn even weakened the boy was strong. Maybe he really _was_ Spiderman.

After what seemed like forever to Peter's poor ass, the tampon finally popped out. The kid let out a long breath he hadn't realized he had been holding and leaned bonelessly back against the man. "I'm never doing that again," the boy muttered. "Definitely not curious in that way at all."

Rhino snorted and held the tube of absorbent cotton up to his face, eying it critically. There was some dried blood, but it was dark, almost black, old. Nothing on the tampon had the bright, neon red color of fresh blood. "Clean," he announced.

Peter let out a sigh of relief at the news. He knew torn intestines might as well be a death sentence, a really slow death sentence or at least, with his healing ability, really, really bad especially if he wasn't going to be allowed to go to the hospital.

Aleksei smiled seeing the boy relaxed against him. Maybe all wasn't lost, but there was still work to be done before he could play. Only the enema would tell if the kid had any deep bleeding, but still things were looking pretty good.

**...**

Oh god. Oh god this is bad. Peter groaned miserable, his arms and legs shivering as he crouched on all fours on the floor. It was the third enema Peter had taken and the man promised it was the last, but his stomach was cramping like it never had before and he felt like he was going to be sick. Why oh why had Rhino insist on him doing third one of these stupid things? The man had seemed so happy with the second one, but still he had made Peter do this. The teenager panted, tensing as the pain from his cramping only increased. It was the third so it had been easier then the other's in the beginning, but it was also the biggest amount he had been forced to take and now he was really feeling it. Oh god I'm going to barf. "I can't-"

"Try and relax," the deep voice rumbled above him. "Zhere iz not much left."

"No," the boy shook his head desperately. "I can't!... It hurts…" Peter moaned, a tear dripping down his cheek. He panted harshly, his head resting on the toilet seat. The big man must have been sympathetic because he clicked off the stream and the gush of water inside Peter stopped, but the cramping did not. "Aghnnn," he groaned, his hands balling into fists at the pain. He sensed as much as heard the big man kneel beside him. Then Rhino spoke again.

"To help I need to touch you boy. Do not freak out on me." The big hands were amazingly gentle as they reached out and massaged the kid's distended belly, soothing the cramping. The good news was everything in the kid seemed to be working just fine, supersensitive with all the cramping yes, but working just fine. If the kid had been hurt inside (as Rhino suspected from the blood he'd seen) the kid had healed up well and fast. One less thing to worry about.

Peter sighed, some of the tension easing from his body at the hands did their work. Suddenly he felt himself begin flipped over only his back; his body as light as a dolls in those big strong hands. His again overfull bowels didn't like that change much, but then those hands coaxed them into settling again before any more cramping could occur. Peter wondered what good laying on his back would do until he realized it was so much easier to relax the rest of his body in this position. His back, his shoulders, everything ached from the torture they had gone through earlier. Laying here on the cold tile floor was so much better except… Peter opened his eyes and looked beseechingly up at his captor.

"Please… please let me-"

"In a second," the man cut him off with a nod, anticipating what he was going to say. "Take deep breaths. It vill help."

"Nnnngh." Peter squirmed, but did as he was told. His panting became slower and longer, but his face still was screwed up in discomfort. Sweat beaded his brow as the man made him hold the enema for a few minutes. The boy was just thankful Rhino didn't turn the flow of water back on. He was already so full he thought he would burst.

"Alright zhat iz good enough," Peter willingly let Rhino pick him up and set him on the toilet, not sure he would have been able to stand himself. Rhino had him bend forward a bit then there was a slight stretching feeling and a 'pop' as the enema nozzle slid out of him. Water gushed almost immediately from him at the release. Rhino left him in peace as he cleaned and put the equipment away. The big man saw a few stray tears of utter misery escaped the boys eyes as he sat on the toilet with his legs folded up against the chest pushing the liquid out of his bowels. Rhino would have thought the kid's eyes would have dried out by now with all the tears he had cried, but he guessed that part of the boy recovered quickly too.

Peter was so tired. He could feel it all the way down in his aching bones and he was almost constantly lightheaded from all the blood he had lost. He would have been fine except for the repetitive cuttings his rapists had did on his sides and back.

It took awhile for the teenager to expel the entire enema, but finally it was all out. Thank god. He hated feeling so stretched and bloated. He tried to stand up to get off the toilet, but his weak legs couldn't hold him and he fell against Rhino. He flinched as the man's arm closed around him. "No more," he whimpered weakly.

The man nodded, holding him up on shaking legs. "Zhat vas zha last one as I promised."

Peter sagged against the man as relief flooded him. He never wanted to have to deal with another stinking enema ever again. He realized later he must have blacked out because the next thing he knew his cheek was resting against the mans chest as Rhino held him against him under the waters of a shower.

"Relax." The man whispered, somehow realizing the boy was awake. Peter let himself drift away again, no longer caring what the man did to his body. He was just so tired. Besides he wouldn't have to feel it if he was unconscious so what did it matter anyway?

**...**

Rhino held the unresponsive boy against his now nude chest and under the warm stream of water. He had stripped out of his clothes and was currently gently washing away the blood and other filth that had accumulated on the youth's pale skin. He also spent time coaxing the crusty dried sweat out of the kid's hair. The boy was completely out of it. Rhino found himself wondering not for the first time if this scrawny teenager could really be Spiderman or not. Still he felt desire rise within him as the grime was slowly washed away to reveal strong, defined muscles and a lean clean-lined figure.

The boy only reacted to his touches once, whimpering and flinching slightly when the man rubbed a hand between the teen's nether cheeks and at his sweet little rosebud. The man quickly took his hand away. He might want the kid, but what the boy really needed was a break. Finishing the shower, Rhino turned off the water and laid the boy on a towel on the floor. He took some time just sitting on the toilet cover, staring at the unconscious boy, considering his options.

He could take the kid right now, unprepared and as rough as he wanted and no one would care. He could make the boy bleed and scream and still no one would care, but the thought just made him feel sick and he quickly lost his wood. He was no sadist. He didn't do his job for the thrill like some of the others, but because he had to make a living and being a criminal was the only thing he seemed to be good at. Who was he to say this kid should not try and stop society's bad guys (and girls)? The boy must have had his reasons too to do what he did… If he was really Spiderman that is.

The boy really did have a spectacular body though, especially for someone so young. Mmmm all lean muscles and beautifully defined lines. How fun it would be to make the kid moan and whimper in pleasure. The man felt a stirring in his loins as he watched the half conscious boy lying on the blanket, his glimmering, wet chest rising and falling provocatively as he breathed. The man no longer wished to hurt the kid, not after all the boy had already been through, but desire still shot through his blood hot and demanding. 'Little incubus' Aleksei had heard the doc had called the kid, whatever that meant, but Rhino had a feeling whatever it was, it fit the boy perfectly. Shit he was getting hard just looking at the kid.

Rhino sighed, rubbing his neck, knowing he would not be able to curb his urges. I'm a bad, bad man, he thought. I'm really going to go to hell for this, but he simply couldn't resist. He would likely never have a chance like this again. Was it so terrible for him to take advantage while he could? He would make the boy feel pleasure too, he reasoned. After being used so badly the kid probably needed release anyway… No it wouldn't be half as bad as what the others had done to the boy.

**...**

Peter drifted back to consciousness to find himself sitting in someone's lap. His tired brain slowly analyzed his situation. Whoever it was they were kissing the back of his neck and shoulders. Arms encircled him and one of the person's hands were rubbing his length to life. He could feel the man's erection hot and hard, jutting again his back. He flinched at that realization. "No," he moaned fresh tears coming to his eyes, but his will was still strong enough he did not let them fall. He was just so tired. Numb… Why wouldn't these stupid people just kill him already?

"You are avake," a deep voice rumbled in his ear. He cringed at the feel of the man's breath on his neck but… he recognized that voice, that accent.

"Rhino?"

The man rested his cheek on the teen's shoulder. "Da."

"Mm-no." Peter tried to struggle away, but even without the restraints he was so terribly weak.

The man lifted his head and held to boy tighter as he thrashed feebly. Rhino had to stop stroking the boy afraid he might squeeze the tender flesh in his grip too tight. "Please behave," the man breathed, kissing the side of the kid's neck. "I do not vant to hurt you."

"Always hurts," the boy panted. He had started shivering with exhausted as he lay now limp in the man's arms because there was nothing else he could do.

"It does not have to," the man murmured, starting to stroke the boy's semi-hard length to life again.

"No," the teen moaned shaking his head, stubbornly.

"If you do not behave I am going to be forced to put you in zha restrains again," Rhino growled softly, his anger stirring, but he managed to keep himself under control. Instead of hurting the boy, Rhino flicked a thumb over the sensitive tip of his member. The boy gasped arching slightly. A tear fell down his face. He couldn't believe this was happening again, but why must this man make it worse by making him feel pleasure too? Peter felt so utterly humiliated. This was wrong. So wrong.

"Please. Rhino don't. Please…" he begged, but wasn't sure exactly what about. His muscles already ached from abuse. They couldn't take the strain of all those strange positions the restraints would put him into again. And he didn't want this. His mind was becoming muddled with lust. Please someone make it stop.

"Just relax boy," The man whispered, pleased with how responsive the kid still seemed to be. "I am not going to do anything for awhile…."

Peter's body betrayed him as the man continued to stroke him… Why did it feel so good when he knew it was so wrong, when he knew what was to come? Rhino was more than twice his size and at least as strong as him under normal circumstances. Peter had no hope of escaping the man in his current weakened condition. He closed his eyes and resigned himself to his fate. Aleksei heard a sob escape him and was startled to see the kid was silently crying. He was trying to make the kid feel good not cry. It didn't make sense.

"Kid I am not going to hurt you," Peter heard the man's confused tone and looked up to see Rhino's eyes looking down at him with concern. "It vill feel good I promise"

Peter couldn't stand looking at those familiar eyes with such a strange emotion in them and turned away, shaking his head. "I don't want to feel anything. Please... just stop."

But the man didn't. Rhino just murmured. "I promise it vill feel good." And continued to stroke and fondle the boy's body.

Peter fought the pleasure building inside him, but it still didn't take long before the he was moaning and squirming in Rhino's arms. Twitching and withering as the man continued to stroke his length, stimulating him out of his mind. Then the man started to tweak his nipples with his other hand.

"Ah! No…" the boy moaned. "What are you doing to me?"

The man chuckled and lowered his head to lick and suckled the hard nub.

The boy gave a breathless cry and arched beautifully against the man's chest, thrusting forward and throwing his head back over the man's shoulder. His lean chest glistened with sweat and was heaving alluringly with his gasping breaths. Peter didn't cum just yet, but he was so gloriously close. He had given in. Tingles of pleasure raced through his whole body. Every move he made showed how much he was drowning in the pleasures and it was just too much for the already horny Rhino to take.

"Oh god. I cannot hold back anymore," Rhino groaned. He flipped the boy over and pushed him back on the ground, straddling his hips on all fours, but was careful to keep his weight off the kid, not wanting to crush him. Peter was surprised to find himself suddenly lying on the cold floor and, even though it mortified him to realized it, he really missed the man's skilled hands touching him. Then the man started to tease his nipples, first with touches then with his tongue and teeth. Peter moaned loudly again, throwing his head back in bliss, his eyes half hooded. Oh god he was losing his mind.

"You have no clue how hot you are," Rhino breathed against his skin. The man raised his head to look down at Peter and the boy could see through his own aroused haze the lust that clouded Rhino's vision.

"No clue," the man rumbled again, then Peter started as he felt a warm hand stroke up his inner thigh.

The boy looked down between their bodies and gasped, catching sight of Rhino's throbbing shaft bobbing above him. It was HUGE! Fear spiking through Peter chasing away his arousal. He squeaked and backpedaled out from under the man, terrified. All thoughts of pleasure stricken from his mind.

"No, no, no. You're too big." The kids eyes were wide and his breathing quick and panicky. He didn't realize he had taken things twice Rhino's size just a few hours ago. "I can't," Peter shook his head frantically. "I can't. You'll rip me apart."

"Kid chill." Rhino pressed a hand to the boy's chest, feeling cheated. They had been so close and now this, but he could feel the frantic pounding of the boys heart just beneath the skin and took pity on the kid. "I am not going to hurt you," he said softly trying to reassure the boy. "You vill see. It iz not going to be zhat bad. Zhat iz zha different between being prepared and unprepared," he tried to explain.

"No!" Peter screamed, startling the man enough to squiggle out of his grip. The boy tried to scramble away, but the stupid restraints caught his hands and feet again, holding him spread-eagle and helplessly above the ground. The boy struggled weakly, pulling at his arms, but there wasn't much left in him and the restraints weren't budging. He was more likely to dislocate his arm then he was escaping from the things. He started crying softly again, utterly hopeless as Rhino approached him. "P-please… don't hurt me."

"Shhh boy," the man said, coming to stand before Peter and starting to kissing and nipping the boy's neck and jawline. "It iz not going to be zhat bad." Rhino shuddered, his erection almost painful, but he stepped back and took a deep breath trying hard to control himself. He decided to flip the kid upside-down so he wouldn't be so tempted to just spread the boy's legs and plunge into him. The restrains responded with just a touch.

Suddenly Peter found himself whirled so his head was facing the floor with his hair hanging towards it. He was so surprised he stopped crying. "Wha? Oh god…" the boy groaned as Rhino took him in his mouth.

In this position the man could suck Peter with ease and it showed in his skill. Rhino could feel the boy's body tense and respond, his length growing hard again. Sobbing quick turned into heavy breathing and moans. Suddenly Rhino was startled when he felt a tentative lick on his own hot, hard cock. He jumped at the touch and looked down.

"Vhat?" he said, his eyes confused. "Boy I thought… Vhat are you doing?" To his knowledge the teen had bitten anyone who tried to make him suck before Ock had gotten a hold of him, but now the kid took the offered member in his mouth, swirling his tongue across the tip, surprising the man and making him moan. After a moment the boy drew back panting. "If-If I suck you will you not…"

Jeez the boy must really, really not liked anal. Even though Rhino still thought he would take the boy he answered, "Maybe… depends how good you are," that wasn't totally untruthful.

The next few minutes were filled with the sloppy wet sounds of sucking and the occasional pleasured moan, groan and whimper, but finally Peter couldn't stand it anymore. His head was throbbing, the blood pounding in his ears horribly from being upside-down for so long and his neck muscled burned with the effort of raising his head to give oral. No matter how much pleasure he was getting from the man's lips he just couldn't take it. He drew back and let his head hang limply. "Rhino please," he panting. "Please my head hurt. I can't- Please put me right-side-up again."

The man look down. The boy had grown pretty red in the face and it made sense why he seemed to be softening if he was in pain. Rhino guided the restrains around then down to the ground so the kid could simply lay against the cold floor. "Better?"

The gasping boy opened him eyes. "Yes… thank you."

Rhino blinked surprised by the thanks and the boy's next words were even more startling: "Let me suck you more. Please. I promise I can do better."

"Uh sure." Rhino moved into a 69 with the boy, the kid under and him on the top. Peter immediately started vigorously licking the man's hot length then took him in mouth again. The man continued his sucking of the boy after a moment. He had to admit for a newbie the boy was good… and more willing than he thought he would be. What Rhino didn't realize was how desperate the teen was to avoid another anal pounding.

Oh it felt so good. The kids warm, soft, wet mouth milked pleasure from his cock. Rhino started gyrating his hips a bit against the boy, unable to control himself. Suddenly Rhino felt the kid's throat spasm as the teen gagged. The man drew out immediately, wincing as Peter coughed harshly. "Sorry. Got a little too excited zhere. I zhink zhat iz enough for right now."

Rhino moved away leaving Peter panting on the floor. Maybe that was it? Maybe that was all he had to endure, but the boy doubted it. There was a strange click as if a bottle had been opened… or maybe it was a snap. The teen didn't care. Didn't even turn his head towards the sound. He was just so tired and now he also burned with the need for release. Then the kid opened his eyes as he felt the man crouch by him again then he gasped as he felt Rhino reach down between his legs and press at his entrance. "No. Please no." He flinched, his heart starting to race again, but the restraints kept him more or less still.

"It vill not hurt you if you just do as I say. You need to relax."

Something wet and cold (that lube-y stuff the kid remembered) was slicked on the man's fingertips making it so terribly easy for that first finger to just slid in. Peter couldn't help but tense at the intrusion.

"Relax boy," Rhino rumbled, moving his finger slowly in and out of the boy until Peter got used to the feeling.

"It iz not horrible right?"the man said slipping his finger out and lathering more of that slick stuff on it from a tube. "I promise I vill prepare you right."

"No," Peter moaned, his head turned away as Rhino slid the finger back into that tight little place then added a second. Maybe it didn't hurt, but the feeling made him sick. He didn't want this. No please. No more.

The man frowned slightly as he saw tears gather at the corners of the kid's eyes again. The boy had completely lost his arousal and that did not please the man either. He wished he had something more than his fingers to work with to prepare the boy. If he was at home he'd have plenty of toys, but here it was another story. Luckily he wasn't too terribly long. Just a good seven inches, but he knew he was thick. Really thick. Six inches of girth at least and if he didn't prepare the boy properly he could really damage the kid and he didn't want that.

Peter squirmed as the man scissor the two fingers inside the boy stretching him before adding more lube and a third. That brought a little gasp from the teen. "Please…"

"Just relax," the man waited for the boy to control his breathing and do as he was told before pumping the three fingers slowly in and out of him.

"Ah!" Peter tried to thrust his hips up, away from the intruder fingers, but they stayed within him even if they did stop their motion. "Don't… I can't-"

"You are almost zhere kid."

"No," the teen shook his head desperately.

Rhino sighed. "Here how about I give you a little break."

The break consisted of the man leaving his three fingers in the boy, but not moving them as he started to fondle and lick the boys hips, sides, thighs and penis again. Peter hated to admit it, but that felt sooo good. Rhino was relieved when he slowly felt the kid relax his passage. The man wasn't sure the kid was even aware he had clenched himself so tight.

Rhino let the boy relax for a good five minutes before lifting his head from the kid's hot skin. "I am going to move some more. Try not to tense up," the man said before gently pulsing the fingers in the boy. The kid didn't actively defy him anymore, but the teen still seemed to not like it.

"Let us flip you over so I can get a better view," Rhino said pulling his fingers out and noting the relieved sighed that escaped the boy.

Peter was started when the restraints moved him again and the next moment he was on his knees like an animal, with his arms stretched out in front of him and his butt raised high in the air like a cat in heat.

The teen blushed crimson as Rhino position himself behind the boy. "Ah! Wait. Do not look!"

The man chucked, surprised and patted the kid's ass making Peter jump a bit. "Ha! I am amazed you can still be embarrassed. I have already touched you everywhere kid. It iz just a new position to admire you in."

Peter blushed deeper and turned his face away so the man couldn't see. He was absolutely mortified. Then the mans fingers started prodding his hole again and all other thought was scattered to the wind.

Peter bit his lip and whimpered softly as the man proceeded to now stick four well lubed fingers into him, two from each hand. Peter was amazed the man had spoken the truth. It really didn't hurt, but the teen was feeling uncomfortable stretched at this point. It might have 'only' been four fingers, but Rhino's fingers were big and thick. Peter was really getting stretched as the man pumped the fingers in and out of him. Peter whimpered again and rested his chest on the floor. There was nothing he could do but take it.

Rhino frowned as he saw the kid give in. The teen didn't seem to be getting any pleasure from this treatment and the man didn't much like that no matter how necessary it was if he was planning to go all the way with the boy. The kid look so much hotter when he was squirming with pleasure. Rhino might have licked the hole if he hadn't thought it would freak out the kid. From what Rhino could see, it was pretty damn clear the boy wasn't gay. Ah well he'd just have to make sure to stimulate the kid other ways while they fucked.

"Good enough," Rhino mumbled to himself, withdrawing his fingers. The boy visibly relaxed again with a sigh and Rhino was presented with quiet a nice view as he quickly rubbed himself back to full hardness (which didn't take much effort), slipped on a condom and slicked himself up with more lube.

Peter was surprised by another sudden change in position as the restraints simply fell away as Rhino bayed them and the man gathered the boy in his lap again, Peter's back resting up against Rhino's chest.

"Relax," Aleksei breathed in the boy's ear. Peter shivered at that, the way the man stated to play with his nipples again and the hard length rubbing against his butt. The teen wasn't sure how much he liked this change, but he didn't have time to decide as Rhino pressed his hard manhood up against the boy's entrance.

Peter's breath caught as the head pushed in. Oh god. He wanted to scream, but couldn't. It didn't hurt so bad this time, the lube made him slick, but he was still being ravenged again. The feel of it made him want to throw up… He didn't want this. Stop. Please stop.

Rhino, encouraged by the fact the boy hadn't even so much as whimpered, pushed himself farther in after waiting only a few seconds. The kid suddenly howled and clenched up around him.

"Shit!" The tightness was practically painful for the man. He couldn't imagine what the boy was feeling. The teen let out a few short, breathless cries, his head thrashing from side to side in denial as his body arched against the man, trying to get away.

"Boy, BOY!" Rhino had to yell to catching the panting teens attention. "You have got to relax."

"I c-can't." Peter took in a long shuttering breath which just made him shift, feeling more inside him. "Ah! Take it out. Please take it out, take it out, take it out…." He had begged this so many times before, but this was the first time anyone had actually listed.

Rhino pulled back gently until he slipped fully out of the boy. The kid had barely taken three inches and yet he was already sobbing. Rhino wrapped his arms around the kid, trying his awkward best to comfort, but Peter flinched and only cried harder. At that Rhino backed off completely having no clue what to do.

Finding himself freed, Peter curled up on the floor with his arms wrapped around his stomach, trying to hide himself as he sobbed. The kid was shivering so violently Rhino was worried he might have torn something inside the boy but no. He couldn't see any blood. The man realized the boy was simply terrified of being taken and it was going to hurt him in the end. The man needed to show the kid something pleasurably before he was scarred from sex entirely be it with a woman or a man.

"Boy…" Rhino murmured softly as he gently glided a hand over the kid side. That didn't seem to help at all. The kid just shuddered and curled up tighter on himself.

"No I don't want to," the boy moaned in a bare whispered.

"Boy I-" Rhino said about to apologizing for pushing the teen before he was ready, but the kid screamed cutting his words off.

"I DON'T WANT TO!"

That pissed Rhino off. Here he was trying to be nice and the kid insisted on being a stubborn idiot. In a bout of anger the man pushed Peter back roughly making the boy yelp and pinned the kid arms and legs under him in a swift move. "You vill thank me later," he growled his anger still running hot through his blood.

"NO! NO!" Peter shriek, his voice cracking with the strain. He struggled frantically, his panic giving him strength. Dammit, Rhino cursed himself seeing the kid's very real terror. If this didn't stop soon the boy was going to hurt himself. Rhino activated the restraints again and there was nothing Peter could do but lay on the floor as the made him and sob.

Rhino could feel the kid quivering against him. Peter turned his face away, tears streaming down the side of his face. He didn't want to see the man he was sure was about to rape him. Why oh why did this have to happen to me?

Rhino backed off again, letting his anger cool as he watched the sobbing boy. He didn't know what to do anymore. The kid was likely to give himself a heart attack if he kept this up. Rhino was also worried that if the man didn't tread really carefully right now the boy might be ruined from sexual intimacy forever.

Aleksei suddenly blinked, surprised with himself. Why did he care what happened with the boy? Seriously how many times had he tried to kill Spiderman for getting in his way and now he found himself worrying about the teen future sexual life? How twisted was that?

The man sighed rubbing his eyes. Any thought self pleasure had left with his erection. He could just stop this now, but it seemed too sour of a note to leave the boy with. He should at least bring the kid to climax once. A grin suddenly spread across his face as an idea popped into his mind. He had been so intent on stretching the boy properly before he hadn't thought about working the teen's prostate. That would be perfect.

Peter had stopped crying, having become too exhausted to continue, but flinched as Rhino crouched beside him and stroked a hand up his leg.

"Quiet boy," the man practically cooed, reaching down between the kids legs again. "I am not going to hurt you."

Peter whimpered as the man massaged his entrance with a finger. Rhino frowned to himself, shaking his head. "Shit how can you still be so tight?" Damn the way the kid healed so completely it really might always hurt him at least a little. "You must really heal fast," the man murmured to himself more then to anyone else. "A normal person vould be loose as a goose by now. Dammit I vish I had all my supplies so I could stretch you better, but I vill just have to make do. Come on boy. Relax." He said then started pushing in.

"Ah!" Peter arched his back away from the intrusion and started crying again. "P-please-"

"Shh," the man gently but firmly pressed the boy back down with a hand on the kid's chest. "I promise I vill make you feel good."

That didn't help. Peter just sobbed harder. Rhino ignored the kid even though he felt like an ass for it and pushed his finger into the boy's well lubed hole. It only seemed to take a second before he found that special spot in the teen and started to play with it.

The kids breathing become labored and heavy almost instantly. The tears disappeared as he flushed with pleasure. "What…?" the boy moaned and twitched.

Rhino smiled. "Feels good da? I told you it vould."

"How…?" Peter started panting, his erection growing hard on its own, it's tip glistening with precum. Then the man wrapped his hand around the boy's length and starts stroking and new pleasure crashed through the teen's body. The finger rubbing his prostate and the hand fondling his cock was just too much to take.

Rhino curled his finger inside the boy, flicking it over that special spot again and again. The man was amazed how slick his hand was becoming with the boy's precum. Peter moaned lustfully and his hips bucked involuntarily, pushing his length up into the man's hand.

"Ah! Nooo…" the boy groaned, now drowning in teenage horniness. He had been so close so many times recently, but this time he quickly fell over the edge into the bliss of an orgasm. The pleasure built to a crescendo, rushing through him in a breathtaking wave. He thrust up into the man's hand, his body arching as he came.

"Ah…ahhhhh!"

Rhino felt the boy's velvety heat clench around his finger then his cock twitched and sperm shot across his chest in glistening streaks. Peter felt some of it splatter on his cheek, but he didn't care. He didn't even care someone was watching or that he had been manipulated in a strange way towards climax. No all he felt was pleasure. He had been so pent up, this release was bliss. The orgasm seemed to go on forever as pleasure continued to course through his blood and cum splashed hot on his skin.

For Rhino it was sight to see. He had definitely been right: the boy looked so much incredibly hotter when he was pleasured. The man felt his cock throb back to life as he watched the kid twitch and spasm in the throes of the orgasm, his beautiful muscles straining and eyelids fluttering as he came from his amazingly intense climax. Rhino took his hands away and simply watched as the boy rode out the last of the orgasm then basked in the remaining afterglow. Damn he looked so sexy splattered with him own cum. The kid lay there, eyes half hooded, cheeks flushed and panting, the heaving of his chest making the cum shimmer in the light. The man couldn't resist a taste. He leaned down and lazily licked up a bit of the kid's seed that had splashed across a nipple. Peter started at the touch and blinked, the sight coming back to his eyes as his afterglow slowly faded.

"You vere beautiful." The man said bluntly at the kids questioning gaze. Those simple words were enough to make Peter blush deeper than he had even before. He looked away, embarrassed out of his mind at what he'd done. Now that the overwhelming pleasure was receding, shame came running, nipping at it's heals.

The man chuckled and licked the bit of sperm off the kid's cheek. "And you are sveet." Peter blushed all the way down to his shoulder. Oh god he was embarrassed. Why did this man have to see him like that? Peter felt like he could die of shame. Oh please someone just kill me now.

Seeing the boy cum had put Rhino in a much better mood, not to mention he was already half aroused and ready to fuck again. He reached between the boy's legs to investigate the status there and blinked in surprise at what he found. The kid was completely relaxed. It was almost as if someone had flipped a switch. The kid didn't even tense up as he pushed a second finger in. "Vell zhat seemed to do zha trick," the man said, the surprise leaking into his voice. "You are definitely looser now."

Peter turned his eyes back to the man, his face still flushed with embarrassment, but he had to ask. "What was that?"

Rhino chuckled at the tentative question and rubbed a finger over that special spot just so he could see the kid squirm a bit again. "Your prostate boy. Do zhey not teach you anything in sex-ed anymore?"

Peter blushed crimson and looked away, but not before the man saw the confusion in his gaze. Rhino chuckled again. "Do not vorry kid. A skilled gay, or bi for zhat matter, can even make a straight man feel pleasure. Just because you came like zhat does not mean you are… how you say… Batting for the other team," the man grinned. "You are probably still straight after you vere treated so rough before."

"So… you're bi?" The boy asked shifting uncomfortably and feeling horribly exposed in the spread eagle position the restraints made him lie in.

Rhino saw the discomfort and took pity on the boy unlocking the restraints as he answered the question. "Yah. Do not care much vhat sex I lay vith as long as I get laid. I cannot be too picky as ugly as I am."

"I see." Peter sat up rubbing his wrists feeling even more uncomfortable then before from the man's words, if that was even possible.

Rhino saw a good amount of cum still shimmering on the kid's fine chest and a new hot spike of desire shot through him as he watched it slowly drip down towards the ground. "Let us try zhis again."

Peter cried out surprised as he was suddenly pulled into the man's lap. "Ah! What?" Peter blush's renewed it's hot fury as the man's hard length brushed against his belly, their chests touching.

"I still have not cum boy, remember?" The boy sighed and leaned against the man exhausted, closing his eyes. Of course.

Peter groaned as the man wrapped his arms around him and immediately plunged four fingers into his hole. Strangely the boy didn't feel stretched anymore by the intrusion. It was just weird. Peter sighed again and relax himself against the man's broad chest, letting the guy work him as little thrills of pleasure continued to race through him from the aftershocks of his orgasm.

The teen grunted and shift slightly as Rhino made a pulling motion with two fingers of each hand hooked in his butt. It was as if the guy was trying to open his ass for the whole world to see.

"Don't," Peter twitched and amazingly the man stopped, but continued pumping fingers in and out of the boy's hot hole.

Rhino stretched the boy until he could fit three fingers from each hand all the way in the boy's hot entrance at the same time. The man thought that should be more than enough. He couldn't wait to tap that sweet ass. His anticipation made him pant with longing and his cock throb with need. He hugged the boy to him, resting his cheek against the kid's soft hair as his face warmed with desire.

"Sorry," Aleksei rasped. "I cannot hold back any longer. Are you ready?" Rhino asked, fumbling as he put on a condom and slicked his length with lube.

Peter snorted and looked away, rubbing his arm. "No, but since it seemed you must."

"Just stay relaxed. Once I find you are prostate it vill feel good for you too," the man assured him.

The teen seemed to sulk, but at least he wasn't screaming or crying anymore. In truth Peter was too tired to do either things anymore. Since it didn't seem like he could get out of this no matter was he did, he just wanted to get it over and done with.

Peter still whimpered at the first penetration and buried his face in the man's chest at the feel. Rhino managed to reign in his lust and pressed in slowly, but steadily into the kid, careful not to hurt the boy. Finally The man was fully sheathed inside Peter. Rhino started to move after a second, but the boy put a hand against his chest. "Wait," Peter panted, his eyes squeezed shut in discomfort at being so completely full. "Please… give me a moment."

Rhino held the boy possessively to his chest with one arm as the kid gasped for air then the man started playing with Peter's more sensitive parts. Caressing balls and rubbing nipples before finally stroking the kids cock. Peter groaned and arched against him, seemingly having forgot the cock buried deep within him as he focused on the pleasure brought by the man's touches. He could feel himself start to grow hard again. God this was too much.

"Ready?" Rhino rumbled against the kid's skin after a good amount of time had passed. He could feel the boy relaxing, opening to accept him and damn the kid's hot, velvety hole felt so, so good.

"Fine," was the answer. It wasn't really a yes, but it definitely wasn't a no and that was good enough for Aleksei.

Rhino started with a gently pulsing pace until the kid seemed to get used to that, then he started to really thrust up into the boy, but still slow enough and careful enough that the kid could take it.

Peter clung to the man because he couldn't do anything else. His fingers dug deep into Rhino's skin as he clenched his teeth trying not to let a sound escape his lips, be it pleasured or other as the excited man thrust harder. The boy knew he definitely did not like the cock shoved up inside him, but the other things the man was doing to him were so… stimulating. Peter tried his best to focus his attention on those other things that made him feel so intoxicated and ignored the throbbing piece of meat up his ass as best his could. Then Rhino brushed his prostate.

Complete overload.

Peter bit his lip, shivering with the strain as he tried to keep his voice in, but soon enough he started to cry out beautifully as the pleasure over came him. Rhino grinned. He could tell by the pitch he had found that special stop inside.

The blood rushed back to the teen's length with all the stimulation: the man kissing and nipping his throat, the hand that caressed his balls and the other that tweaked his nipples and now this new pleasure somehow coming from inside him. He was so hard it was almost unbearable. "P-please," he gasped, too aroused to be ashamed of begging. "My… rub me!"

Rhino pulled out at the words, startling the kid with the sudden empty feeling. Seeing the kid gasping in pleasure made the guy just want to pleasure him more. The man yanked off the dirty condom and started rubbing both their cocks together with a hand. Now that was different, but strangely good. Peter didn't care anymore how strange things seemed. He just needed release.

Rhino's head moved down to suck and nibble a nipple.

Oh god it was just too much. The boy shivered as a tremor of pleasure shuddered through him. It all was so unbearably good. Peter's nails dug into the man's back as he cried out arching against Rhino's mouth. He was close. So close.

Rhino's breath was panting against his skin as the man continued to manipulate them both with the breathtaking skill of experience. Peter's vision started to grow hazy and little strangled sounds fell unnoticed from his lips. His head was thrown back and his eyes staring unseeingly up at the ceiling as the man's touch seemed to stimulate even molecule of his being. His balls tightened at his base as he felt his orgasm near. He couldn't breathe. Time seemed to slow for just a second…

Then he fell over the edge.

Peter screamed as pleasure crashed through him and he climaxed explosively. His seed spurted hot against their chests. The boy heard Rhino roar as he climaxed right behind him. More hot cum splashed on his skin. His breath hitched in erratic gasps as afterglow overtook him. Pleasure seemed to course hot through his veins. It was so good. Too good. Too much.

Peter crashed. All the strength simply ran out of him and he fell limp into the man's arms.

It took awhile for the panting, pleasured Rhino to realize Peter wasn't moving. "Kid?" Rhino said, worry coloring his voice, but then he sighed in relief realizing the boy had just fainted. Rhino couldn't blame the kid. He'd had it pretty rough.

Rhino gently laid the kid back on the floor, almost reverently, thankful for this chance for release and that then teen had finally given in to the pleasure. Peter might have fainted in exhaustion, but he was still panting with exhilaration and had obviously orgasmed as the pool of sperm on his skin attested. The man rested a hand in the cum on the boys stomach watching it spread across that pale skin. "Boy you are incredible," he whispered.

Rhino got up and made quick worked of cleaning himself and the boy off before wrapping the unconscious teen in a blanket. The man sat back on the floor staring at Peter, trying to figure out what to do. He couldn't just leave the kid here, could he? He felt gratified the others hadn't seen the kid like he had: backed arched, head thrown back as he spurt his pleasure across his hot skin. Then Rhino felt loathed with himself for forcing the kid to do something the boy had obviously not wanted to do.

Aleksei knew if it was allowed the others would torture the boy for weeks, months even, buzzing around this body, attracted to it like flies to carrion. And they would hurt the kid. Hurt him bad. Someone had to stop this. It would be kinder simply to kill the boy then to leave him here. Rhino sighed rubbing his eyes, his thoughts and emotions warring inside him. "Vhat am I going to do vith you?"

**TBC…**

I have NEVER written a sex scene that was this long before… or a chapter that was this long before for that matter, but I really just couldn't find a good breaking point inbetween. I hope you don't mind. Thank you so much for trying out this story. It took forever to write and I hope some people will be curious enough to see how things pan out to stick with this fic a little longer even though it had a bizarre beginning. I've never written rape before so I hope I didn't go to intense or anything. I just wanted to try something darker I have never done before and as I said before I think something like this would be probable given how much Spidy's villains hate him. And before anyone asks I DO NOT condone rape. It is a sick, sick thing only twisted people do. (If you haven't guessed I don't think much of Doc Ock.. at least not the traditional portrayal and the version in this fic may be a little more sinister and twisted then usual.) Oh and before I forget: this is not in the live-movie 'verse. I'm not actually sure which Spidy 'verse to put it in yet, but I can definitely tell you it's not that. Alfred Molina's Doc Ock was actually one of the few Octavius's I liked. Please, I would love some reviews… Oh and please remember this is not just a smut fic. The next chapters will definitely be more 'serious' and I honestly don't think there will be another sex scene in this fanfic… at least not for awhile. Oh and before anyone asks: _no Peter does not get together with Rhino._ And this is not necessarily a slash fic either. It just happens to have one slash scene in it. Okay rant done. I hope some people are at least intrigue even though this chapter didn't get much into main question (as alway) is will Spidy prevail? Check chapter 2 to find out. Okay, advertising done. Please again I would love some reviews… and if you would be so kind try chapter 2 before dumping this fic I would be ever so grateful. I think that's everything. Hope to see you in the next chapter.


	2. Chapter 2: Dreams

DISCLAIMER: I own nothing and no one from Spiderman. I am just a poor college student who also happens to be a Spiderman fan. I make _NO_ money from this. Please don't sue.

**Chapter 1 Synopsis:**

Here is the synopsis I promise those who did not want to read through the rape scene in chapter 1. For those that want to skip the synopsis simply scroll down to where it says 'Chapter 2: Dreams.' Thank you.

As Spiderman, Peter was knocked unconscious in a fight. He is captured by his villains, unmasked (although they do not know his identity, just his face) and restrained. The restraints are weird, floaty ball things that Doc Ock made. When Peter wakes up, a bunched of the bad guys rape him dry, until he bleeds and then some more. Aleksei/Rhino walks in on it and doesn't like it. The big man thinks they should just kill the boy instead of 'fucking the kid to death' and he has a really hard time believing Peter is Spiderman. Ock forces Peter to take someone in the mouth by tugging on the boy's family jewels while the Doc has some 'fun' with the kid's other end. Peter ends up almost choking to death. Rhino pissed, sees Peter stopped breathing and comes to the kid's 'rescue.' Rhino gets Peter breathing again, but Peter faints and is completely unresponsive. Cheated of their 'fun,' the other criminals realize with Spiderman off the streets they could actually get some 'work' done and go rushing off, thinking Peter would not be able to escape. Rhino is left alone with the boy.

Rhino first lays the unconscious Peter on the floor. Seeing all the blood, Rhino is worried about the boy's physical state. He goes searching the warehouse, which other criminals often use as a place to recover themselves or torture others, for medical supplies. Rhino does not find the IV was hoping for, but does find an enema and decides he might as well clean the abused kid out.

Rhino takes the unconscious Peter out of the restraints and to the bathroom. Unfortunately, Peter wakes up in the middle of the enema and freaks out and on top of that gets some bad cramps. Rhino has to put Peter back in restraints worried the kid was going to hurt himself. Rhino tries to get Peter to release the enema into a bucket, but the boy refuses, demanding to go on the toilet. Rhino makes Peter promise to behave before releasing the restraints and helping the kid to the toilet.

After Peter is done, Rhino says he may have to do another couple enemas seeing how dirty the water coming out for the boy was. Peter flips out, not liking the enema at all and tries to run, but the restraints catch him. Peter struggles and swears a lot and Rhino snaps, yelling at the kid that he wasn't giving Peter the enema because he wants to but because: "You have dried blood and other nasty stuff up in you. I do not care how fast you heal, not cleaning you out after all you went through is just asking for an infection or something."

Rhino gets his anger under control. Peter is startled because it looked like the big criminal might actually care then Rhino lets slip he had not taken Peter's ass yet. Peter gets scared, not wanting to be raped again and asked the man; "Why don't you just kill me already?" Rhino says no and starts to make sexual advances on Peter, saying he will be kind and that it will feel good and the restrained boy breaks down and starts crying.

Startled and not wanting to hurt the kid anymore, Rhino backs off and changes tactics. He firsts figures out Peter is 16 or older while cutting the remains of the Spiderman costume off the boy then tells Peter he has a beautiful body and asks the boy if he had been able to climax. Peter is embarrassed and freaks out a bit. Rhino calms him down and asks him if he is still hurt inside [from being raped]. Peter doesn't think so. They talk some more and Rhino lets the kid out of the restraints again. The man gives Peter a blanket, food and water and lets the kid recover for a bit. Then much to Peter's embarrassment, the man decides to push a tampon up the boy's ass to see if there was any more internal bleeding. Peter thinks about rebelling, but then complies. During this time Rhino figures out Peter is a virgin.

Rhino ends up sitting with Peter wrapped in a blanket in his lap while they wait to see if the tampon absorbs anything. The tampon, not being very streamline, causes Peter some pain when it is pulled out, but the piece of cotton came out without any fresh blood. Both Peter and Rhino are relieved. Rhino still insists Peter takes two more enemas to make sure the boy was clean out and there wasn't any bleeding deep inside him. Peter really, really does not like the third enema and even though Rhino helps him through it, the exhausted boy faints in the end.

Rhino undresses and washes the bloodied, filthy, half-unconscious Peter in the shower. That done the man lays Peter on a towel on the floor and considers his options. In the end the man cannot resist his desires for Peter's "spectacular" body. He decided, not wanting to hurt the kid, but still horny, to take Peter sweetly and make sure the bpy climaxed too, since he figured the teen probably needed the release anyway.

Peter comes back from his exhaustion to find himself sitting in Rhino's naked lap. The man was kissing the back of Peter's neck and rubbing the boy's erection to life. Peter is very reluctant and tries to struggle and make the man stop, even begging Rhino to stop. Rhino however does no such thing, but constantly tries to comfort the boy by telling Peter he does not want to hurt him and that it will feel good. Peter's body soon betrays him as Rhino continues stroking him and the boy start crying in despair not wanting to be raped again. Rhino is unsettled by this because he wanted the boy to feel good not cry, but continues touching the kid. Peter fought the pleasure, but it overcame him in the end. Despite himself, Peter starts crying out in ecstasy and arching against Rhino as he came close to climax. Rhino can't take such a hot sight and flips Peter onto his back, getting ready to start preparing the kid to take him. Then Peter sees the size of Rhino's aroused penis and freaks out again.

The boy manages to wiggle out of Rhino's grip and tries to run for it, but once more the restrains catch him. Peter sags in the restrains and starts crying again, begging Rhino not to hurt him. Rhino, feeling frustrated, but still concerned about Peter, takes pity on the boy and instead of preparing the boy, he flips him upside-down in the restraints and starts giving the kid oral. Peter can't believe how good that felt and after a moment starts licking Rhino too, hoping if he sucked the man well enough Rhino wouldn't take his ass.

The position changes to a 69 on the floor when Peter starts getting sick from being upside-down for so long. Getting excided, Rhino accidentally gags Peter and immediately moves away not wanting to choke the kid. Instead of continuing oral, Rhino lubes his fingers and starts preparing the boy. Peter would have resisted, but the restraints kept him from doing so. The fingering doesn't really hurt the kid, but the feeling of being entered makes his feel sick. The boy keeps trying to beg the man to stop while Rhino is fingering his ass, but the man continues to slowly stretch him. Finally, as Rhino start's working more fingers into Peter, the boy's pleading gets more desperate and Rhino takes pity on him giving the kid a 'break.'

After the 'break' Rhino flips Peter, who is still in restraints, into 'doggy style.' Peter is embarrasses with having his butt sticking in the air while Rhino finishes preparing him with four fingers. During this time Rhino concludes Peter is not gay because the boy was not getting stimulated from the treatment.

Done with the preparations Rhino, already hard, puts a condom on and some lube, getting ready to take Peter. Rhino grabs Peter and pulls the kid into his lap so their sitting chest to back while also releasing the boy from the restraints. Rhino tells Peter to relax and starts playing with the boy's nipples as he began to push his cock into the teen's tight hole. Peter is so shocked by the sudden entrance he can't make a sound, but then he clenches painfully tight around Rhino's shaft and screams. Rhino tries to get the boy to relax ,but Peter can't and starts begging the man to "take it out." Amazingly Rhino does.

The big man tries to comfort Peter, but that just made the boy cry harder so Rhino backs off entirely and lets the sobbing boy curl up on the floor. Rhino didn't want to hurt the boy and was worried he might have not prepared the kid enough, but there was no blood. Rhino realized the boy was just terrified and is worried that if Peter is not shown pleasure soon his sex life with either gender would be ruined. Rhino doesn't understand why he cares what happened to "the boy" but somehow he does.

During this time Rhino remembers he had not yet worked the boy's prostate and that, along with other things, could bring the boy to a quick climax. Peter starts crying harder when Rhino pushes his finger into him, but soon the tears disappear as Rhino starts working the kid's prostate and Peter starts feeling good. Peter is confused by this pleasure while Rhino starts stroking the boy's hardening cock. Peter soon cums and Rhino just watches in awe as the boy's beautiful boy twitched and squirmed in pleasure. Rhino can't believe how incredibly hot the boy looks when he is pleasured.

Peter's orgasm fades and Peter finds Rhino sitting on the floor next to him, watching. The man tells Peter he was beautiful and Peter blushes crimson, completely embarrassed and mortified he had cum in front of Rhino. Rhino chuckles, finding the boy's embarrassment cute, and licks up some of the sperm that was splattered across the boy's chest then tells Peter he is also sweet. Peter could have just died with embarrassment.

Seeing Peter cum had brought Rhino's erection back to life, so he reached between the boys legs to check things out and was surprised with how loose the kid had become. It looked like cumming was just the thing Peter needed to relax. Peter embarrassed asks Rhino was the man did to him. Rhino tells the kid about his prostate and when he saw the confusion in the boy's eyes, assured the kid that just because he came like that didn't mean he was gay. Rhino also tells the boy he is bi: "Do not care much what sex I lay with as long as I get laid. I cannot be too picky as ugly as I am."

Rhino was getting all hot and bothered by the boy with cum splashed all over his fine chest and pulls the kid into his lap again, but this time so they are chest to chest. Peter was startled and blushes hotly when he feels Rhino's length against his belly. Rhino tells the kid he has not cum yet and Peter, exhausted, gives in.

Rhino works the kid with his fingers again until he can fit six fingers into the boy (three fingers from two hands) before putting on a fresh condom and slicking himself up again. The man asks Peter if he was ready and the exhausted boy says: "No, but since it seemed you must." Rhino assures the kid it will feel good once he finds the boy's prostate again.

Rhino is kind when he finally is inside the boy, waiting for Peter to adjust before starting to thrust. Peter really doesn't like being fucked, but Rhino also starts pleasuring the kid in other ways while they have sex. Peter lets go when Rhino finally finds his prostate and along with the feel of the man kissing and nipping his throat, rubbing and sucking his nipples and stroking his balls, Peter gives himself over to the pleasure. He begs Rhino to touch him and at that the man pulls out of him, rips off the dirty condom and begins rubbing their cocks together. Peter cum with a scream and Rhino also climaxes right behind him, but all the stimulation was too much for the exhausted boy to take. Rhino realizing Peter had fainted and lays the boy back on the floor. Rhino cleans himself and the boy off, wraps Peter in a blanket then sits down and tries to figure out what he should do with the kid:

(Last paragraph) The man sat back on the floor staring at Peter, trying to figure out what to do. He couldn't just leave the kid here, could he? He felt gratified the others hadn't seen the kid like he had: backed arched, head thrown back as he spurted his pleasure across his hot skin. Then Rhino felt loathed with himself for forcing the kid to do something the boy had obviously not wanted to do. He knew if it was allowed the others would torture the boy for weeks, months even, buzzing around this body, attracted to it like flies to carrion. And they would hurt the kid. Hurt him bad. Someone had to stop this. It would be kinder simply to kill the boy then leave him here. Rhino sighed rubbing his eyes his thoughts and emotions warring inside him. "What am I going to do with you?"

**(End of** **Synopsis)  
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Okay so that ended up longer then I thought it would be… but then I guess the first chapter was almost 30 pages on my computer and this summery was about 3 so a page per ten pages isn't that bad. I hope I was descriptive enough to get what happened across while also not being too long winded. Anyway on to chapter 2…

**Chapter 2:** Dreams

They were torturing him again, cutting his body over and over as he hung helpless in the air. There was so much blood, a sea of red stretching over the entire floor. Peter knew it was an impossible amount. He should have long since been dead, but he just couldn't seem to die. He looked up tears flowing from his eyes to beg for mercy, but all he saw was Doc Ock's grinning face. People with no faces sprang up from the floor and gathered around what should have been his corpse, laughing. The touched him, hands ghosting over his torn and bloody skin. The bend in his left arm flared with pain as one of them bit him, more blood splattered on the floor, and Ock's giant grinning head floated closer. Eight metal arms sprang out from behind the head like Ock had really turned into an octopus. Each mental 'hand' held a knife and they all started to flick out towards Peter as they got closer, but they never seemed to reach him. All Peter could do was stare. The restraints held him too firmly. It hurt even to move. The laugher around him grew deafening until there was nothing else. It hurt his ears. He tried to tell the faceless people to stop laughing, but his words were lost in the sound. He knew it was them who were laughing even though they had no mouths, and that they were watching his torture with glee even though they had no eyes. Ock just got closer. Peter could feel the cold metal of the man's knives kiss his skin without drawing blood… yet. And laughter, laughter, LAUGHTER. Tears were streaming down Peter's face. His head hurt so much. Just when he thought his brains would explode, everything went quiet. Then the silence was so heavy he thought he would suffocate. Once of Ock's arms flicked out towards his eye, the knife shining impossible bright in the dim light. Peter couldn't look away! Suddenly shadows sprang up around him pushing the others back. Then Peter felt himself being lifted and the next thing he knew he was being gently held in dark clawed hands. He couldn't help, but notice one of them was stroking his naked body. "Little ssspider," a familiar voice hissed, then a tongue lulled across his face, tasteing his tears and leaving a line of wet spittle on his check. "You look ssso sssweet. We will like your sssweetnesssss tonight." Peter stared up horrified into the toothy grinning face of Venom. The symbiot's tongue snaked out from between those sharp, pointed fangs, reaching for him again. It lapped first at his throat then wormed it way up along his jawline as he tipped his head back trying to get away from it, but his body wouldn't listen to him. Even without restraints he couldn't move. "We will have ssso much fun with you this night sssssweet ssspider. Playssss together with our offssspring. Ssso much fun. You will be oursssssss." Terrified, Peter did the only thing he could do. He screamed.

**...  
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Peter gasped awake, his eyes flying open in fear. He tried to sit up, but found he couldn't move. A cold sweat broke out across his body and panic rose in him as he remembered being restrained and raped, but then he realize he was just tangled up in the blankets of a bed. He viciously kicked the blankets off, panting as the fear the nightmare had instilled in his continued to pump through his blood.

"Nightmare, da?"

Peter jumped, his head snapping towards the voice. Rhino, wearing plain clothes, was leaning against the wall directly in front of the boy's bed. Seeing the man, Peter yipped in fear and jerked back, hitting the headboard of the bed with a solid thunk. The boy was too scared to notice the pain as he now desperately clutched the blankets to his bare chest as he shivered in terror. Then the teen realized his hands were free. He was not restrained. Peter stared dumbly at his unhindered wrists, then started, his head jerking up as Rhino took a step forward.

Aleksei stopped, not wanting to panic the boy any more then he already had. The man could practical see the wheels turning in the kid's head. Then Peter looked up at him, looking completely lost and said one word.

"Why?"

Rhino sighed and leaned back against the wall again, feeling tired. "I am not sure myself."

"You had me. Why? Why? It doesn't make sense." The confused boy was frantic and hyperventilating and that would just not do.

"Shit kid calm down." Rhino move forward wanting to help the teenager, but Peter whimpered and jerked away, hitting his back on the headboard again. The blow was strong enough it shook a little dust from the ceiling.

Rhino frowned looking up at the ceiling. "Shit. Cat get your butt in here. He iz panicking."

"What the hell do you expect idiot? Give me a moment."

Peter blinked, surprised by the new voice. His gaze twitched left to the doorway it had come from. He knew that voice. "Felicia?"

"Hey Spidy," the woman called from the small kitchen, her voice soft and calming. "It's okay now. You're safe I promise. I'll be there in just a sec."

Peter heard a microwave ding before he turned his jaded gaze back to Aleksei. Something it the kid's eyes was just so hollow. Rhino flinched seeing that then he noticed the boy tense. The kid was going to run.

"Boy don't!"

Peter bolted for the kitchen, for the safety of a familiar, friendly voice or at least he would have if pain hadn't shot through his left arm at the first few steps. "Ah!" he cried out, clutching his arm as fire seemed to explode from inside his elbow. He dropped to the floor with a whimper and only then realized there was an IV in his arm.

"What? NO!" He moved to rip the needle out of his arm, panicking again, but then soft feminine hands were touching him, coaxing his own hand away from the IV.

"Honey. Honey. It's okay. It's just IV. It's to help you. Leave it there." Black Cat's voice was soft and soothing, drawing Peter's eyes up away from his arm and to her face. She was crouched by him in plain clothes, but her beautiful features and glorious mane of silver hair were as gorgeous as ever. The woman smiled kindly down at him, but he could still see sadness and pity in her eyes. His own eyes filled with tears.

"Felicia?" He hugged her around the waist and started crying. "Don't be a dream. Don't be a dream."

"I'm not," she hugged him back, petting his hair. "Oh darling I'm so sorry."

Felicia held the boy until he sobs slowly quieted then stopped. "Here, drink this," she said quietly when it looked like he might fall asleep in her lap.

Peter looked up groggily and frowned at the unknown kind of brown-looking liquid in the glass she offered. Black Cat's heart hurt to see the boy's face streaked with tears, but she kept herself focused on her goal. "Come on honey drink. We need to get something in you or your body will never be able to finish healing."

"We?" Peter's eyes darted back to Rhino who was leaning against the wall again. Fear rose in the boy, his heart starting to race. If they were working together-

"Ah." Felicia swatted his head lightly, scattering his thoughts. "None of that. The big oaf just brought you to me."

Peter's brows furrowed in confusion. "But… you know each other?"

"Both thieves at one point," the woman said simply. "Knowing people comes with the business." Her eyes then softened and she leaned close to him to whisper. "Please Peter drink. They don't know who you are. Not even Rhino. Everyone you care about is safe. You need to focus on yourself right now so drink."

Peter stared at her for a moment longer than nodded. It wasn't like his senses were telling him he was in danger or anything and it was Falicia. He trusted her.

The drink was some sort of nutrient broth...and it tasted _awful_. Peter coughed at the first gulp. "What the hell is this?" he sputtered.

A strange look came over the ex-catburglar's face. "You don't want to know, but believe me, it might taste horrible, but it's a major pick me up for your body. My own recipe. Now finish it."

The teenager did, but nearly gagged on the last bit then nearly heaved as his stomach revolted, but Felicia gave him some crackers to nibble on and a can of club soda and that helped.

"Are your taste buds dead?" Peter grumbled, finishing the last cracker and brushing the crumbs off his hands. He had almost forgotten Rhino was still in the room watching them.

Felicia gave a very unlady-like snort. "It's supposed to be effective, not tasty. Now quit complaining."

Peter opened his mouth to reply, but suddenly he felt really light headed. The world seemed to spin around him. He fell back against Felicia struggling to keep his eyes open. "You… added…"

"It's just something to help you sleep," the woman whispered gently. "You're body will never heal if you keep burning so much energy panicking every few seconds. Don't worry. I promise you will be safe."

The last thing Peter felt was her gentle lips kissing his forehead then he fell into the darkness of unconsciousness and he didn't have to feel anymore.

Black Cat gently lifted the boy up onto the bed and tucked him back in. A stray tear escaped her eye and she wiped it angrily away. How could this have happened to Peter? It just wasn't fair. He was one of the most selfless people she knew and now this. She hated so much to see him like this.

"Are you sure it vas vise to trick him like zhat?"

Felicia whirled on Rhino, fury flashing in her eyes. "Don't you _dare_ tell me what's wise or not you asshole. We are going to talk right now. Actually I am going to do the talking and you are going to fucking listen or I am going to rip your face off, da_?_"

Rhino snapped his mouth shut and clenched a hard fist over his anger even as Felicia swore at him and made fun of his accent. The woman had every reason to be angry so he would grit his teeth and hear her out. "Da."

Unfortunately the man wasn't that good at holding his temper.

**...**

Peter drifted awake to the sound of people yelling. He started to get frightened again, but he could feel Felicia's warmth beside him and that calmed him. She was still sitting by him on the bed, gently stroking his hair, but her voice was anything but gentle.

"He's a kid Aleksei! What the hell were you thinking?"

"Vell I did not know he vas a kid until yesterday. Vhat zha hell vas I supposed to do?"

"Stop them of course! Oh and maybe not _fucking_ him would have been nice too."

"And how vould I have stopped zhem? It vould have gotten me and zha kid killed. I brought him to you vhen I could did I not?"

"And you still fucked him didn't you, you fag?"

"Watch it bitch," Rhino snarled, his voice layered with his tell-tale anger. "I did not hurt him none. I just gave him a little release. He must have enjoyed some of it. You should have seen how he shot off."

"He's a teenage boy idiot! They're always up and ready. I'm in the right mind to-"

Okay that was embarrassing and certainly enough of that. "Hey, um guys," Peter levered himself up on his elbows, blinking sleepily. "Could you keep it down? Some of us were trying to sleep." He could see Felicia had take out the IV. If he had bruised his arm in his struggles, it had already healed… I guess I'm back to normal in that category.

The Rhino's, no Aleksei. His name was Aleksei. Aleksei's jaw dropped open and he stared at Peter. "You are avake!"

Felicia sighed, rubbing her eyes tiredly. "Damn I should have doubled your dose," she muttered under her breath. "I always forget how fast your metabolism works." She looked down then, stroking one of his cheeks gently, her eyes softening. "Are you feeling any better?"

"It has been ten minutes!" Rhino exclaimed still shocked.

"It would have been longer dumbass if you weren't bellowing your head off. Now shut up!" Black Cat snapped, still pissed. Aleksei grumbled something under his breath and leaned back against the wall again.

"Actually kitty cat," Peter teased lightly, getting her attention back and even making her smile a bit to hear a bit of his normal candor. "You're pretty good at shrieking right back. Now please," Peter sighed, laying an arm over his eyes. "I've got a headache."

Felicia's eyes filled with pity again. "I'm sorry. Can I get you anything for it?"

Peter arched a mildly amused eyebrow. "You really think I'd take something from you after last time?"

Felicia winced. "It was necessary. Besides I kept my promise. You're still safe aren't you?"

Peter sighed, curling up beside her. "Right now that's a very relative term."

Felicia felt her heart break as she realized the boy was trembling. He might have been putting on a good show, but he was still scared and traumatized by what had been done to him. She hugged him, desperate to help him any way she could. "Oh Pe- I'm sorry. Try not to think about it."

Peter was silent for awhile before he managed to get his voice back. "H-how can I not?" he whispered his voice shaking. "I'm going to have to face it sooner or later."

"Why don't you try eating something?"

Peter was startled by the sudden change in topic (which was kind of Falicia's plan) and blinked up at her. "Can I brush my teeth first?" he finally asked. "My mouth tastes horrible."

She smiled down at him. "Of course honey."

**...**

Peter rinsed out his mouth and spat into the sink once more, getting rid of any lingering toothpaste. He still felt awful, but at least his teeth didn't feel fuzzy anymore. And at least he was dressed now… Well sort of. It was just a fluffy white robe, but at least it was something. He had to admit Felicia had really been prepared. She had a new toothbrush still in the wrapper for him as well as dental floss and deodorant and a brush and almost anything else he could have wanted already at the motel. He would have been impressed if he wasn't so tired.

Peter sighed then looked up in the mirror. He'd been putting off doing this for awhile, scared what he might see and he had been right. It was not pretty. Peter gasped, staring at his reflection. He barely recognized himself with his hair all sweaty and sticking up wildly, his eyes with dark circles under them and red from crying and the tracks of tears streaking his face.

Peter gapped at the boy in the mirror for a while then blinked and shook his head. Grabbed a bar of soap, he started washing his face vigorously as if he thought maybe he could wash that strange boy away and find his old self underneath. Fresh tears mixed with the water he splashed on his face. It isn't fair. He splashed more water over his hair and watched it drip into the sink. God I feel so dirty. Dammit all it just isn't fair.

Peter slumped against the sink and started quietly crying again. Why did this happen to me? Why? What did I ever do to deserve this? His legs collapsed out from under him and he plopped on the floor sobbing, looking so much like a little lost boy just as Felicia walked in.

"Hey honey? Here are some towel– Oh Pe…" She caught herself before she said his name, not wanting Rhino to know more then he had to, but it was so hard. She just wanted to cuddle the poor boy and coo to him all day and somehow make it be alright, but things are never that simple in the real world.

"Honey shh," Cat knelt down and rested a gentle hand on Peter's shoulder, but he jerked away.

"Don't touch me. I'm dirty. On god I'm so dirty." The boy buried his face in his hands and started to weep in earnest.

"No. No your not!" Felicia grabbed the boy in a protective hug. Peter started to pull away, but then he simply sagged against the woman, crying in her arms. "You're never dirty. You're one of the best people I know."

"I can't do this Felicia," he sobbed, his body shivering against hers. "I just can't. It's too much."

"You can. You'll get through this. I swear you will," Black Cat held the boy as he cried. Rhino watched the scene quietly from the bedroom, feeling more disgusted with himself then he had in a long time.

Somehow Peter ended up lying curled on the floor with his head in the woman's lap. She just let him cry, stroking his hair softly and rubbed his back as he violently expelled all his pent up emotions, frustrations and fears."Shh Petey," she murmured, softly. "You'll be okay. You'll be okay."

Aleksei's head jerked up. What was that? Pete? Not Petey. Black Cat had slipped up and said the boy's name. Ah shit. He didn't want to know the kid's damn name and now he'd never be able to forget it. This sucked… but it sounded like a nickname. Maybe an alias? Aleksei could only hope.

"Oh my poor little spider," Felicia continued to coo over the boy, stroking his hair as his sobbing quieted. "You'll be okay. I promise I'll help you."

"I'm okay now Felicia," Peter sighed after a bit longer and pushed himself up to lean against the wall. He was completely drained now, so much so he almost felt numb. He looked around vaguely and realized this was not the bathroom he had been in before. "Where am I?" he asked quietly, looking back at Felicia.

"Safe," she said, reaching out to tuck a lock of his messy hair behind his ear.

Peter frowned at her even though the word was comforting. It's amazing how much meaning can be conveyed in just one little word. "That's not what I meant Felicia."

She sighed. "I know. We're in a motel. I know the room's kinda crappy, but it's the only cheap place I knew that has a usable kitchen and a bathroom you don't have to share with anyone else."

Peter nodded, leaning his head back against the wall and closing his eyes.

Cat could see how drained he was. "How are you feeling," she asked softly.

"Tired," he breathed not even opening in eyes.

"Then let's get you back to bed."

**...**

Felicia half walked, half carried Peter back to the bed in the main room. He was almost asleep by the time he hit the mattress. He wiggled under the covered and curled up with a tired sigh. Felicia laid down next to Peter, hugging the boy to her. Normally Peter would have been embarrassed with a woman lying next to him, but today her added warmth was welcome.

"We'll get you home as soon as you're ready honey." Peter heard her say through the darkness of his closed eyes.

"Thanks… for everything." he mumbled. He wasn't sure he could face other people right now. He wasn't even sure what he would say.

"Sleep," Felicia whispered. "We'll talk when you're feeling better."

Peter didn't need any more encouragement. His physical and emotional exhaustion quickly pulled him down into the depths of a deep sleep.

**...**

Felicia laid with the boy for a few more moments until she was sure he was asleep, then she sat up with a sigh, rubbing her eyes. "Oh hell."

Aleksei finally chose that moment to speak up. "You know his name," the big man said quietly, not wanting to wake the boy. "Who he iz and he knows you. Zha other you."

The woman head jerked up from her hands and she paled. "How… What did I say?"

Rhino thought about messing with her a bit, but decided against it. Especially when the little cat somehow slammed him back into the wall, her arm at his throat and her claws the barest inch from his eyes. "What did I say?" she snarled.

"Vhoa do not get your panties in a wad."

Felicia slammed his back into the wall again. Rhino had no idea the woman was this strong… or maybe she was just really, really pissed. "What did I _say_?" she hissed dangerously. In all his years, Aleksei had never seen Black Cat act like this.

"Just Petey alright?"

"Oh," she blinked and stepped back from him. "Good… and shit."

"Jeez you need to cool it chick." Rhino brushed the wrinkles out of his shirt, glancing over to see if they had woken Peter, but the boy hadn't so much as twitched.

"Huh?" she blinked up at Aleksei as if she had forgotten he was there then looked down again thinking. "Uh… Yah…" she said absentmindedly.

"And zhey say I have zha bad temper," the man grumbled then stopped, seeing the way the Cat was looking at the sleeping boy. "You really care about him."

The woman shrugged a shoulder, trying to dismiss the comment. "I've known him for awhile. He's done right by me."

"No," the man said slowly. "It iz more zhen zhat."

Felicia shot him a glare. "Don't push it fatso," she snapped. "I'm still pissed at you. And besides what about you? You've been practically mooning over the boy. What the hell is that all about?"

Rhino started then frowned at the question. "How about zhis: I vill not push it if you do not push it."

"Deal," Felicia nodded. Obviously they both had things they did not want to discuss and especially not with each other. Currently a fragile peace hung between the two of them and neither man nor woman was going to threaten it, not when an abused child they both somehow cared about in their own way was depending on them to help him pull his life back together.

**TBC…**

Please, please someone review. PLEASE! I would be forever grateful.**  
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	3. Chapter 3: Terror

DISCLAIMER: I own nothing and no one from Spiderman. I am just a poor college student who also happens to be a Spiderman fan. I make _NO_ money from this. Please don't sue.

**Just a quick note:** I am trying a few different things with Aleksei's accent thanks to some very helpful advice from my first wonderful reviewer **Cannibalisticaaa. **Now I will be the first one to admit I DO NOT SPEAK RUSSIAN so if anyone wants to give me some hints/help I would love it. Also I've been thinking of dropping the accented spellings and just adding the odd Russian word or two to Aleksei's speech. Any thoughts? Second I will be re-editing the first couple chapters sometime soon. I do not know how long it will take since my current chapter/updates I consider to be top priority, but I just felt like it would be something good to know.

**Chapter 3:** Terror

Darkness lay all around Peter. Thick like molasses. Unnatural. Everything was so impossibly black. He couldn't see a thing. Peter whirled in a circle, his heart pounding as he tried to find a way out of the oppressive darkness, but there was no light. Not even a glimmer. It was wrong. So wrong. Peter panted, spinning around again, trying to find some way out, but there was none and somehow it looked like the darkness was coming... closer. Panic bubbled up inside Peter. His spider senses were screaming at him. It was like pins and needles all over his skin. His eyes darted around looking for some kind of physical enemy, something he could deal with, but everywhere he looked there was just the gooey darkness and his senses shrieking: danger, danger, DANGER. Peter felt someone tap his shoulder and whirled to face them… but no one was there. Another tap from behind, turning, no one. Another tap… Peter squeaked in fear at the touch. Every tap sent a new warning screaming through his nerves. This time he didn't turn to see no one there. Since he couldn't seem to face whoever it was, he ran away from them instead. Peter raced blindly through the darkness. His lungs burned and his side had a stitch in it, but still he ran as he had never run before. But he couldn't see anything. It felt like he had been running for miles, but he might as well have been running in place for all he knew. Until he hit something in the darkness. It knocked him back on his butt with a little cry and he looked up. Peter gasped, eyes widening as a cold, fearful sweat broke out across his body. He could see something up there, so so far up there, but he wished he couldn't. Venom. A huge Venom. And he was so small and helpless. The toothy, two-story face leered down at him from above, it's tongue flicking out to lick an eye. With a breathless cry of utter terror, Peter scrambled to his feet, trying to run away. Dark hands shot out from the ground and grabbed his arms and legs, hauling him back to the ground. Peter struggled, but couldn't get away. Claws sunk into his flesh as the darkness made him lay spread eagle on the cold, slimy ground. He gasped, staring down his body, suddenly realizing he had been naked all this time. Peter's panicked gaze flicked back to the over-sized Venom and he gasped again, his heart jumping up into his throat as he saw the face had plunged down from above and was hovering just a few feet in front of him. He flinched as that huge, disfigured tongue darted out from between those sharp teeth to lick up his nude body in one long, slow stroke. Venom seemed to grin wider, teeth as big as stalactites gleamed just above Peter's body. "You are broken little ssspider," the symbiot hissed gleefully. "You are no longer fit to carry usssss, but your body is ssstill ssstrong." It licked him again, the warm, wet touched lingering on his genitals. "Vital. We will breeeeed you ssspider." Peter stared in horror as the thing purred, moving closer to crouch over him. "Sssoon you will carry our brood." Millions of dark hands sprang up from the ground and started touching Peter, caressing, poking, prodding. Peter closed his eyes, his body jerking as he frantically tried to struggle and screamed, but the sound was eaten by the darkness. The symbiot laughed and licked his face. "Ourssss," it jeered at him in triumph. "Oursss."

**…**

Peter woke screaming. He sat bolt upright, gasping for air as his heart pounded painfully hard in his chest. Dream… Just a dream but…

Felicia and Aleksei crashed out from the kitchen into the room hearing Peter scream. They had been trying to give the boy a little privacy (and not wake him if another argument broke out), but obviously that hadn't worked so well.

"Spidy?"

"Malchik! Are you vell?"

Peter's eyes locked on Rhino and in the next second he had leapt out of the bed and across the room to cling to the big man's collar. "Did Venom take me?" the boy demanded in a voice hoarse from screaming.

Aleksei blinked startled to suddenly have the wide-eyed, terrified kid hanging off of him. "Vhat?"

"You know what I mean!" Peter all, but yelled, his hands tightening on the cloth of the man's collar. "Did Venom take me? Am I pregnant?"

"Vhat?" Rhino's brow furrowed and he started to worry the kid might be delirious or something. "Malchik, you know man cannot get pregnant, Da?"

"I KNOW! Just…" Peter sagged against Aleksei, exhastion tinting his voice. "Just tell me… did Venom take me?"

"Nyet. Zhat zhing vould not know how."

"Thank god." Peter sank to his knees letting go of the man.

Rhino crouched down to the boy, his brow furrowing deeper in concern. "Malchik vhat eez happening?"

Peter shook his head, his face in a hand. "Just a dream. Just a horrible, horrible dream. " Then he realized his robes were wet. He stared at the yellow stain for a moment horrified, then glanced over to the bed, a hand covering his mouth. "Oh god… Oh god I think I peed the bed."

Felicia knelt down and wrapped an arm around the boy's shoulders. "Honey it's okay."

"No. No it's not," he shook his head, crying softly into his hands.

"Shhh honey," Felicia hugged Peter, rocking the boy gently her arms. "It's okay. It's okay. Here why don't you go get yourself cleaned up while we call someone to change the sheets?"

Peter looked up at her, tears streaming down his face. "I swear... I swear I haven't done this since… since I was a kid."

"I know honey," she said softly wiping the tears off the boy's cheek. "I know. It's okay. Go to the bathroom. We'll deal with this here."

Felicia's heart sunk as she watched the sniffling Peter shuffle off to the bathroom. This was definitely not good. Would she ever be able to help the boy get back on his feet?

"Malchik eez having crazy nightmares."

"You!" Felicia whirled on Rhino with a snarl, her eyes narrowing in anger. "I really, really hate you right now. Go for a walk before I strangle you."

Aleksei opened his mouth to argue, but then sighed remembering the kid. The boy didn't need him around as a reminder right not. He closed his mouth and lowered his head. "Da."

**…**

Felicia waited until Rhino had shut the door behind him before going in search of Peter. The bathroom door was shut so she knocked first out of courtesy. "Peter? Are you okay honey?" It was a stupid question, but she didn't know what else to say. She waited for a moment, but there was no answer so she pushed the door open and poked her head inside. The shower was going, but all she could see was the dirty robe lying discarded on the floor. "Peter?" There still was no answer. "I'm coming in. Peter?"

She found him sprawled in the shower, leaning against the wall, his eyes vacant, the tears streaming down his face mixing with the water that flowed over his body. "Oh Peter." Felicia grabbed a towel and dropped it over him trying to give him a little privacy, but not willing to leave him alone in this state. Peter started as the cloth fell about his hips and look up at her.

"Felicia?" He blinked and his eyes widened. "Oh god you saw me naked."

"Honey…" She crouched down to him not caring if she got wet, but he flinched away, covering himself with his arms and folding his legs up against his chest. "No! Don't look at me."

"Peter." She reached out stroking one of his cheeks as the water continued to cascade down over both of them. Her clothes were soaked, but she didn't care. She just wanted to help him.

"No," he sobbed, shaking his head violently. "I'm d-dirty."

"Peter stop that! You are not dirty," she grabbed his face in her hands making him look at her. "Listen to me you're not dirty Peter."

The boy's eyes filled with tears and she let him lean against her and cry. She could feel his body shaking as he sobbed and she settled in beside him with and arm wrapped around his shoulder and leaning her head against his. "It's okay Peter. You'll be okay," she said softly, willing the words to be true.

"Why d-did they have ta do t-that to me?" he hiccupped past his sobs.

"I don't know baby," she petted his head, letting him cry. "I don't know."

**…**

Aleksei didn't know what else to do so he wandered down to the gas station at the end of the street, bought a few things before walking back to the motel. All told the trip took around twenty minutes. The man figured that was enough time for Cat to get the kid calmed down, but he still knocked tentatively on the door and waited until the woman called him in before entering the room.

Aleksei walked in to find Peter curled up in a blanket on the recliner while Cat sat on one of the two wooden chairs that matched the little table in the room, facing the boy. It seemed like they had been talking, but had stopped as Rhino walked in. Aleksei saw the boy shift nervously in the blanket as the man put the bag of stuff he bought on the table. Aleksei was pretty sure the kid was naked under there. He grabbed the paper cup that held the hot drink he had bought for the boy and casually passed it to the kid. "Take."

"What?" Peter started, fumbling as he took the drink the big man practically shoved at him.

"Comfort food, malchik… sort of," the man shrugged, sitting in the one remaining chair in the room, which also matched the table, and started to unpack the rest of the things he had bought.

Peter sniffed the drink not quite sure what it was then his eyes widen as he took a sip. "How?" He glanced up at Aleksei surprised.

Rhino's lips twitched in a slight smile. "Vho does not like hot chocolate, malchik?"

Peter nodded accepting the drink. He took another sip then a gulp of the hot chocolaty liquid and closed his eyes savoring the taste and effect the drink had on him. The hot chocolate spread warmth through his body as it went down, chasing his shivers and fears away. It made him feel so wonderfully peaceful. "Thank you," he said softly to Aleksei, his eyes still closed.

"Zhere eez some food too," the man said. "You like muffin? Got chips too."

"Blueberry muffin?" the boy inquired over the rim of his cup.

"Catch." Rhino tossed Peter one of the oversized muffins he had bought at gas stations.

The teens reflexes kicked in and he caught the baked good without even spilling a drop of his precious hot coco. He looked at the muffin for a moment debating whether or not he felt like eating before unwrapping it and breaking off a piece to nibble on.

"For you Cat?" Aleksei asked, giving the woman a side glance as he popped open a bag of barbecue chips for himself. He was relieved to find she was smiling, seeing Peter eating something.

"Whatever's fine," Felicia said not taking her eyes off Peter.

"Chip, muffin?" Rhino asked holding up each.

"Oh to hell with calories," the woman turned her eyes and grinned at him. "Gimme a muffin."

He tossed her a poppy-seed then asked, "vater?"

"Sure," she answered, easily catching the muffin and holding out a hand for the bottle of water which he also tossed to her. "Thanks big guy."

Aleksei nodded and reached into the open bag of chips to grab one to crunch on as he turned his eyes to Peter.

The boy was smiling tiredly at the show and had eaten half of his muffin so far and didn't look like he was going to stop. Rhino was relieved. It was about time the kid stated eating again. Really Peter hadn't realized how hungry he was until food was presented to him. Aleksei watched quietly, munching on a chip now and then, as the boy finished the muffin then looked shyly up at him, folding the wrapper up in his lap. "Um… I don't suppose you have another?" Peter said, blushing slightly.

"Not blueberry but… Let me see. Chocolate chip, um, banana nut, apple cinnamon… I zhink pumpkin?"

"Chocolate would be nice."

"Ready?"

Peter nodded with a light smile and Rhino tossed him the chocolate muffin.

The group ate in silence for the rest of the time, but the atmosphere that had always been awkward and tense before lightened a bit.

Felicia was the first to speak as Peter crunched the wrapped of the eaten chocolate muffin in his hand and drank the last bit of hot coco. The boy had to admit he was feeling better now then he had in awhile.

"Hey honey what was your dream about?"

Peter stiffened, frowning. He put the two muffin wrappers in the empty paper cup and snapped the lid back on, not wanting to look at the other two people in the room. He felt more then saw Felicia come up to stand beside him, but still he refused to look up.

"Spidy," she said softly, wrapping her arms around his neck gently. "You obviously need to talk about this. If you keep it all bottled inside you're going to keep having nightmares like that."

"Since when did you become a shrink," Peter snapped, still shaken by the dream.

The woman sighed, resting her cheek on his soft, slightly damp, brown hair. "You know I'm right honey."

"Yah," Peter sighed, laying his head on the recliner's armrest, making the woman lift hers from his hair. "It's just so wrong," he said pulling the blankets tighter around him. Felicia could hear the tears in his voice.

"Honey," she said rubbing his shoulder, trying to comfort. "You're safe here. It's okay."

Peter let out a shuttering breath and swallowed his tears, controlling himself. "Venom," he whispered. "I dreamt of Venom." He swallowed hard again, closing his eyes. "That is the thing of my nightmares. The other guys might be scary, might hurt me, but Venom is the one who terrifies me. It's impossible to explain," he shook his head. "When we're one… It can make me stronger, faster, invincible. It's so tempting. Like a high." The words came easier and easier the more Peter said and he let them flow. He needed to tell someone this. He didn't care who. Just someone before he exploded. "All it would cost is my body, my mind, my identity, my soul. All it costs is giving up who I am, everything I am. And it wants me so badly, but I don't want to give myself up. I don't!" His hands clenched into fists. "I don't want to become something else. And still it hunts me. Wants to join with me. It scares me. I don't want to loose myself. You… you can't understand what it's like but… Even… even with everything I still want to be me. My life isn't great, but it's mine. And yet when Venom comes around hurting people I still have to go to it, to fight it. Because that's who I am and…" Peter opened his eyes and looked at Felicia, desperate for her to understand. "And it's so tempting to just to give up and tell it to take me because…. Because then I wouldn't have to be scared anymore. I wouldn't have to dread the next time it came around." He looked away tears clouding his eyes. "It's pathetic I know."

"No honey. I…" Felicia shook her head. She honestly didn't know what to say. She smiled kindly down at Peter's pleading eyes and brushed a stand of hair off his forehead. "Why don't you go take a nice long shower or maybe even a bath? It might help you relax and take your mind off things."

He looked away and nodded. "Yah." The boy got up still huddled in the blankets. He felt lighter, but somehow also sa empty now that he had bared his soul. Felicia caught his arm before he could walk too far and he stopped, but didn't turn back. Still her voice came to him.

"Honey just remember they're _your_ dreams. You can guide them, change them if you want. It just takes a little practice."

He smiled tiredly, patting her hand. "Yah."

**…**

Aleksei watched silently as Peter disappeared into the bathroom and shut the man didn't know what to think. Neither he nor Felicia spoke until they heard they heard the sound of water running in the other room. "Govno!" Rhino cursed, shaking his head. "I did not know malchik dealt vith zhat."

Felicia patted the big man's shoulder as she passed him and fell back into her chair again feeling so impossibly tired. "You did good Aleksei. Thank you."

The man sighed, not feeling all that great about himself at the moment. "Vish I done better." He looked over at the woman. "Get some sleep Cat. I vill vatch zhis night."

Felicia gave him a strained smiled. "I need to grab something from the car then I'll take you up on that."

**…**

Peter shut off the faucet and dipped a hand into the steaming tub checking the temperature of the water. It was a little hot, but good enough. The boy quickly slipped out of the blamked, folding it and setting it near the sink before lowering himself into the hot water. He let himself adjust for a moment before lying back, closing his eyes with a sigh as the hot water washed over his body. Peter was trying very hard just to keep his mind blank. The hot water felt ever so good against his skin. He just wanted to soak for a bit. Slowly, he concentrated on methodically relaxing each and every muscle until every bit of tension was eased from his body. He sighed, relaxing back. It felt so good to just lay here. It was almost like he was floating…

"Honey are you okay in there?"

Peter started awake, splashing water out of the tub. He butt slipped down a bit and he ended up accidentally dunking himself in the water. He came up sputtering and shaking water out of his eyes. He blinked through his wet hair confused for a moment then realized he must have fallen asleep.

"Honey?" Felicia's concerned voice came again.

"Uh yah fine…" Peter said in a rush, running a hand through his wet hair and sitting up straighter to look for a nearby towel. "Sorry. I just dozed off for a bit. I'll be out in a second."

"No that's fine. Take your time honey. There's no rush. I'm just going to toss in a new robe for you okay?" Peter could hear the smile in her voice then the door opened a crack and the robe was set right inside the door for him.

He smiled at it. "Thanks," he called back.

"Anytime honey," he heard her reply then her footsteps walking away. Peter sighed leaning back in the now lukewarm water. Well I guess I could at least start a shower.

**…**

The hot shower was bliss. Peter sighed leaning into the strong stream of water pounding against his skin. Oh god this felt sooo good. It felt like if he could just stay here forever all his troubles would simply wash away and swirl down the drain. Would that just be great?

Peter sighed longingly and reached down for a bottle of shampoo and… his arm brushed something that wasn't supposed to be there. Peter started and glanced down. Oh shit he was hard. When? Why? Freaking _how_ was that possible? He hadn't even been thinking of anything like that. Obviously getting raped did not kill your sexdrive. Stupid teenage hormones…

Down, down, down you damn thing. Peter whimpered. He didn't want to deal with this right now. It just wasn't fair… Why was it his body never listened to him?

Peter felt like he could just cry, but that wouldn't help anything so he tried to ignore it. He washed his hair hoping it would just go away. It didn't.

Dammit I can't go out there like this. Falicia is being so cuddly she'd immediately know I have a hard-on. The thought of Black Cat immediately sent another hot pulse through him. Dammit , Peter hit the wall halfheartedly. Why can't I catch a stupid break?

Well there was one sure way to get rid of this sort of thing. Peter turned the water all the way down to freezing cold. He stood there shivering in the cold spray, praying this would work. Come on, he danced from foot to foot, his body trying to stay warm. Go away, go away, go away. Oooooooooooooooohhhhh shit that's cold. Peter jumped out of the shower, unable to take it any longer. He was shivering violently and rubbing his arms trying to warm himself. Damn that's cold. The boy shut off the water, wrapped a towel around himself and looked down. Peter let out a sigh, relieved to see everything was back to normal. Okay, okay good. Now stay dow- No, no, NO! DOWN! Aw shit.

Peter shook his head, rubbing his eyes. Damn teenage hormones, he mentally cussed. Damn teenage hormones. Okay, okay maybe if I can take my mind off it, it'll go away so there is um testosterone and estradiol and melatonin, serotonin, epinephrine of course. , Um calcitonin, renin, and… and oh DAMN you go away! Peter glared at his penis, trying to mentally menace it into softening again. That didn't work.

Dammit I don't want to deal with you right now! Peter stamped his foot, tears coming to his eyes, but he blinked them away. Okay calm down. Peter took a deep breath and started to think of unsexy things again. Okay oh uh broccoli, broccoli, broccoli um tree, leaf, trunk, veins, xylum, phloum, stoma oh would you just fucking go away?

Peter sighed suddenly tired. This wasn't working. As much as he didn't want to he'd just have to rub one out. First things first he locked the door.

Peter turned, sighing again and, after quickly drying off, laid the towel on the floor in front of the toilet. He really didn't want to deal with this right now, but his body demanded and he had to obey. He knelt on the towel so he could lean an arm against the toilet cover for support while rubbing himself. He bit his hand, trying to be quiet as his body grew more excited, but it is always hard to tell how loud you are being when you have blood pounding in your ears.

**…**

Aleksei lifted his head and looked towards the bathroom door, his brow furrowed in slight confusion. Was that a moan? Nyet… He looked back to his card game of solitaire on the table, resting his head on a hand. Felicia was sleeping so things were pretty boring at the moment. Must have been my imaginatio- Rhino's head jerked up. There it was again. What the…? A muffled yelp got Aleksei out of his chair and rushing over to the bathroom. Was the boy in trouble? Had something happened? He yanked opened the door before thinking any further and… "Malchik are you vell…?" Govno!

Aleksei stared at the kid. Peter was kneeling on the floor with his head thrown back and his eyes closed as he finished. Rhino could see the boy had his hand in his mouth and was trying not to cry out, but it just was so hard for the boy. Small sounds still fell from his lips. Peter's climax ended and he leaned heavily against the toilet, panting, his cheeks flushed with pleasure.

Rhino's cheeks blushed as well and he swallowed hard. He tried to slip through the door again, but he stumbled. Peter's eyes snapped open and his head jerked up at the sound. His eyes widened as he saw the man and he stared in shock.

"Prastee," Aleksei glanced down, trying not to look at the naked boy as desire coursed hot through his blood at the sight of Peter in such a state. "I heard… zhought you vere… I vill go malchik."

"No. It's not what you think. I didn't what to…" Peter floundered for an answer, mortified at being caught. "I-I was in the shower and it just happened. It wouldn't go away so–so I… I..." The kid looked down blushing hotter. Then he realized he was completely naked and scrambled for the towel on the floor with a little squeak. Gods this was embarrassing.

Rhino glanced over his shoulder and shut the door not wanting to wake Felicia. "Malchik it eez not wrong of you. It ees natural at your age. Just quiet so you do not vake Cat." The man turned to leave, but Peter's voice stopped him.

"Yes but… I…" Peter took a deep breath and looked up at the man. "I need to ask you something… I'm so confused now… Am... am I gay?"

Rhino sighed and sat down on the floor. He leaned back against the door so the boy would know he had no intention of doing anything more then talk. "First malchik I vill not touch you. Do not vorry about zhat," Aleksei clarified vocally to make himself feel better more than anything else. His hand brushed something soft as he settled on the floor and he picked it up. "Cover up vith zhis," Aleksei tossed the boy the robe. The kid caught it and turned around, quickly slipping the piece of clothing on before sitting down again with the dirty towel at his side. The boy looked beseechingly up at Rhino, begging the man with his eyes to make everything make sense again. Aleksei looked away, not able to meet those pleading eyes. "Second zhere eez simple answer to question, but you must answer me one zhing first. Vhich do you zhink eez hotter malchik: man or voman?"

Peter frowned. "I–"

Aleksei held up his hand. "Zhink for moment, zhen tell."

Peter's brow furrowed as he thought. "Woman I think," he finally said.

Rhino nodded. He had expected that answer even if the boy seemed confused about his orientation at the moment. "Zhink of Cat. Nice breasts, da?"

Peter gasped and looked down, blushing hotly. "Rhino I don't think–"

"It eez example malchik," Rhino waved a hand dismissively. "Now imagine how full zhose breasts vould be in hand. How prefect. Imagine voman takes off shirt. Her skin eez varm. Her cheek eez blushed vith zha pleasures. Her boobs bounce when she frees zhem from her lacy black bra. She leans forvard vanting your touch. Her pink nipples are hard and begs you suck zhem. You reach forward and caress zhose perfect mounds. Her skin ees so soft. She lean forvard more until your cock eez rubbing between her tits…"

Peter swallowed hard, enthralled by the narrative as his imagination made it seem so real.

"Feel so good," Rhino continued softly. "She press breasts together around your cock and starts stroking you vith her varm soft flesh. Up and down. Up and down. Her boobs jiggle around your hot meat. You vatch as her tongue…" Aleksei had to pause to think of what he wanted to say in the foreign English. "Snakes out and tastes your tip. You feel zhat varm wet tease your cock. She starts sucking you. Her hot mouth slides–"

Peter flinched as his penis throbbed under his robe. "Hah!" he pressed his hands down on his lap, his face scarlet. "Don't _do_ that."

Aleksei gave the boy a sideways smile. "You excited, da?"

Peter nodded, panting. "Shit. You should be a romance novelist."

Rhino blinked, surprised by the suggesting. "I vill keep zhat in my mind. Now malchik, you see man, I do not know vho… Zhat Brad Pitt or someone you zhink handsome, da?"

Unfortunately, Flash Thompson popped into Peters head because all the girls mooned over the guy at school. Peter immediately frowned. He didn't like Flash to begin with. This wasn't going to go well.

"Zha man eez on knee before you," Rhino said, continuing the narrative. "He eez sucking your cock and it feel good. You can see he eez excited too. You vatch and his cock hardens. Vhat you vould not give and touch zhat hot piece of meat. Suck it and lick it too."

Peter's frown deepened, and he mentally flinched at the thought.

"Zha man, flat chest eez heaving in excitement. Precum leaks from his tip. It vould taste so good on your tongue."

Peter's nose wrinkled. Aleksei saw it but continued, waiting until the boy told him to stop.

"He turns and…" Rhino stopped for a moment considering his words. "Presents his butt, inviting you to take him. You kneel behind him and see his heavy balls dangle under his sweet ass. You vant and take zhose balls in hand and play with zhem; suck zhem and lick zhem until he cums. And–"

"Okay, okay enough," Peter muttered, shifting uncomfortably and wrapping his arms around his chest. "I get it. I'm definitely not gay."

Aleksei smiled slightly. He already figured that would be the boy's answer. "Da. Glad I could help malchik."

Peter sighed, resting his head on his knees. He had already gone this far talking with the man, what did a little more matter. "I just hate being a teenager you know? I get horny for absolutely no reason. I don't even have to be thinking of anything special and suddenly I'm up. It sucks."

Rhino stared at the boy for a moment, surprised the kid had suddenly opened up. The words flowed from the teen so freely. It was almost like the boy didn't have someone to talk to about this kind of thing. Aleksei really wasn't sure he was the best candidate for the job.

"It ees being a boy, malchik " he said to the kid quietly, careful to keep his voice down so as not to wake the woman in the other room.

"Yah well it sucks," Peter huffed, irritably.

Aleksei considered the teenager for a moment. "How did you try and get rid of it, malchik?" he finally asked, choosing his words carefully.

Peter rubbed his nose, blushing a bit. "I did the cold shower, but the damn thing came back then I thought of other, very unsexy things, but that didn't help either."

"Pinching zha head vorks sometimes."

Peter's head jerked up and he winced. "Um ow."

Rhino nodded more or less in agreement. "Da, but vorks…. Most of time. I have heard flicking zha balls vill do same thing, but never tried."

"Ow again."

Aleksei actually found himself chuckling at the boy's words. "Holding breath I have also heard, but I do not understand zhat one. Somezhing about concentration… " Rhino shook his head. "As said I do not understand."

"Huh," Peter leaned back against the wall. "Well okay I guess," he said with a shrug, then he looked at Rhino and seemed to consider the man as he leaned his elbow against the toilet cover and rested his cheek in his hand. "You know I could have sworn I locked the door."

Aleksei blinked and looked up at the door. "Oh um…" he frowned seeing the broken lock. "Govno! I zhink you did too." He sighed rubbing his neck. "Prastee… sometime I forget zhat zhing."

Rhino was shocked when he looked up and found the boy smiling. "Yah I have trouble with that too sometimes." The kid chuckled to himself. "You wouldn't believe how many pop cans I've accidentally crushed trying to open."

Rhino smiled sheepishly back. "Da… I get zhat one malchik."

"Oh or those stupid plastic tabs that cover everything now. Pull too hard and I've got yogurt everywhere," Peter said grinning, his eyes dancing with good humor as he let his worries go for just a second.

Rhino stared, amazed by the way the boy shined when he was truly smiling. "How…?" Aleksei shook his head. "Nevermind. You okay now, malchik?"

"Yah," Peter answered, looking down his smile fading. "Hey." The boy's brow furrowed. "Why do you keep calling me that? Mal… Mal-whatever."

Rhino raised an eyebrow. "I do not have your name. I do not vant it. I call you vhat I can. Malchik ees boy. Zhat ees vhat you are. I call you zhat."

"Oh. I see." Peter said accepting that answer. It really was simple when you thought about it.

Rhino nodded to the boy and got up, opening the door. "I vill let you finish… and I soon vill find you real clothes."

The boy smiled up at the man, his eyes softening. "Thanks… Aleksei."

**…**

Peter stifled a yawn when he finally stumbled out of the bathroom. He saw Felicia was sleeping curled up in the recliner (much like that cat who's name she claimed) and Rhino sitting at the table playing cards with himself. Peter blushed slightly seeing the man and looked down bashfully, shifting from foot to foot.

Rhino could see the kid was spent from where he sat. "Get some sleep malchik," the man said softly. "You look like you need it."

The kid nodded and threw himself into bed and was asleep in seconds. The robe rolled up as he moved, exposing most of his thigh and a bit of cheek. Aleksei tried to ignore it but…

Rhino cursed under his breath and pulled the blankets over the kid. No sense in leaving temptation out in the open like that. The big man sat back in his chair and tried to let the boy and woman sleep in peace but…

Govno! Come on man. You have more control over this then a teenage boy. Aleksei sighed and pushed himself away from the table. I need a cold shower.

**TBC…**

I must say this fanfic has really made me do research on some weird things. For Aleksei's accent I spent a night looking up Russian swearwords and I still have no idea if half of them are right so if anyone out there knows a little Russian (which I don't) feels free to pitch in, _please_! Also I would love a few reviews… pretty, pretty please?

Okay now **I NEED YOUR IMPUT**. In the next chapter I have room for Aleksei to have a sexy dream about Peter. I know I said I wouldn't write many more smut scenes (the almost one in this chapter just kind of developed on its own as a way for Peter and Aleksei to have a talk), but I thought since I had the opportunity I would put it out there for you guys to decide. If you want the dream shoot me a review. If no one says anything I will assume people do not want it and will not bother to write it. Thank you for your time.

**Aleksei work key:**

Malchik – boy

Nyet - no

Da - yes

Govno - shit

Prastee - sorry

Eez – is

**Cannibalisticaaa**: Thank you, thank you, thank you! This was just what I needed. The first chapter was really, really long for me so every time I tried to edit it was like my eyes started leaking out of my head. I was so excited to try and get something up I think I may have jumped the gun a bit… well a lot. Thank you so much for your review. I'm am currently trying to re-edit chapter one so your review was just what I needed. I've even found places in the chapter where I completely forgot a word or forgot to add a plural 's' etc. so an edit is definitely needed. Yah Rhino's accent… the way I figure it is he's lived in America long enough to be pretty good at English and even pick up a few slang words, but still has his accent. I've not read many spidy comics that had Rhino as a main character so I'm not quite sure what they do. I find the hard part is making the accent easy enough to decipher while also trying to convey it through words… I don't think it will ever be perfect. Actually I know it won't, but I try… Thank you so much for the link. It really helped. I tried the youtube search and... I've learned how people speak it, but writing it is a bit more diffcult. Same with looking up words since true Russian looks nothing like english and so on. Anyway thank you so much for the review. I really treasure all your advice, criticism and help. Thank you once more and have a nice day :)


	4. Chapter 4: Healing

DISCLAIMER: I own nothing and no one from Spiderman. I am just a poor college student who also happens to be a Spiderman fan. I make **NO** money from this. Please don't sue.

**NOTE:** Due to a request from one of my reviewers and because I had the space and time, this chapter ended up with another longer-than-I-thought-it-would-be sex scene. **Fair warning**: there is some pretty heavy BDSM stuff in it, but it all takes place in a dream so there you go. I will admit it got a little rougher then I expected, but it kinda just wrote itself so in the end I just went with it. Also I just want to mention that in the sex scene Rhino doesn't have an accent because it's his dream and so is all in 'Russian.' For those who wish to skip the sex scene you can read to the spot where Rhino falls asleep then skip down to the mark **(START HERE)** I will place in the chapter. Happy readings - Zee

**Chapter 4:** Healing

Aleksei started awake. He sat up straighter in the chair, confused for a second. What had woken him? Then his blinking gaze was drawn to the bed. The boy was moaning softly, tossing and turning in his sleep. Rhino frowned and cursed under his breath. "Govno! He's dreaming again."

The man moved to stand up, but a gentle hand on his arm stopped him. Aleksei looked up to find Felicia standing by him, staring at the boy in the bed. "Wait," the woman whispered. "Let's see what happens."

Aleksei's frown deepened. "Cat-"

"Shh," she said softly putting a finger to her lips as a signal without taking her eyes off Peter. "He's stronger then you think. He can do this. I believe in him."

…

Venom was in front of him again, looming so tall once more. Peter had to crane his neck to look up at the simbiot. A flicker of fear lit within Peter, but he snuffed it out with an iron fist and set his lip in a stubborn line. He was tired of being scared. He was tired of screaming. It was time he stood up for himself. He wasn't going to lose this time. He wasn't going to back down. "Ourssss." The alien jeered down at him, grinning, but that just severed to piss Peter off. He set his feet and glared up at the darkness. "You cannot have me." The symbiot reached down at him with long claws. "Ourssss." Peter took a deep breath and closed his eyes. He let something shift inside him and when he opened his eyes the perspective had changed. Peter had made himself big until he had grown out of the darkness and Venom, who had been huge, was no larger than an ant. The symbiot was squealing on the cement under his feet like a slug caught in sunlight. Peter grimaced stepped on it hard. He heard a little squeak and started stomping on it harder. How dare this thing enter his dreams. It was bad enough he had to deal with the symbiot in the real world. He was NOT dealing with it here. When he finally stopped stomping the dark splot of Venom was stuck to his shoe like a piece of gum. He pealed it off but just throwing the thing away was too good for it. No Peter tore a hole in his dreamscape. Darkness withered behind the dream's façade. Perfect. He chucked the squashed symbiot through there yelling, "go back to the freaking darkness where you belong." After that he fixed the crack and moved the sun over it so any darkness trying to get through would be fried like chicken. Then chickens started falling from the sun. He laughed and sat back on a grassy hill. Oh well. Not really fried chicken, but good enough. Plus they made the funniest sounds when they hit the ground. Peter laid back under a tree with a sigh. The grass was so soft. He closed his eyes. It was so comfortable here. So warm and peaceful. It reminded him of someone. He heard footsteps walking up the hill overlooking the city, but he didn't open his eyes until the sun was blotted out above him. Then he smiled. He knew who was there. "Uncle Ben."

…

Aleksei and Felicia watched quietly as Peter shifted in his sleep and smiled. The boy turned over and curled up in the blankets, unintelligibly murmuring something softly under his breath before settling again, the gently smile still on his lips.

"He did it," Rhino breathed, staring in silent awe as the kid sleeping soundly once more.

Felicia smiled. "I guess he did." The Black Cat let her gaze break from Peter and looked down at Aleksie. "Get some sleep," she whispered to the man. "We all could use some."

…

Aleksei slowly drifted off into deep, restful slumber and then his thoughts turned towards the boy.

If real Peter was good little boy then his dream version was a sexy and provocative little devil. That same gentle smile Aleksei had last seen on the teen's face was shining down on him from the dream double's lips. They only difference was the kid now was dressed in tight leather shorts that hugged his ass as if they had been painted on and fishnet leggings, his outfit topped off with a black collar and a leather half-jacket that hung open to show off the boy's fine pale chest. And he was holding a riding crop. And Aleksei was tied spread eagle to a bed stark naked.

The kids smile widened as he absentmindedly tapped the tip on the riding crop in his free hand and took a step forward to the bed, heeled knee-high boots clinked on the floor.

"Someone's been a bad boy."

Aleksei shivered as the husky words seemed to caress his bare skin, shooting hot thrills of pleasure through his body and down into his groin. His eyes were glued hungrily to the dark vision his mind had conjured up as the boy sat by the man, lazily lifting a leg to the bed, effortlessly showing off his lean, toned limb.

The boy leaned in, stroking Aleksei's skin with the riding crop. "I know you want it." The boy flicked the tip of the crop under the man's chin, forcing Aleksei to tip his head back just a touch. "Tell me," the boy purred, his hooded eyes full of promises of sweet pained, pleasure.

Aleksei swallowed hard. "Yes."

The boy leaned in further until his handsome face was a bare inch from the Russians own. Aleksei could feel the teens hot breath against his skin and a tender a hand came up to caressed his cheek. Aleksei shuddered at the touch as desire spiked hot through his blood. God the kid was intoxicating. The boy leaned in just a bit more and breathed into his neck. "Yes what?"

"Yes I deserve it," Aleksei panted, already flushed with desire. "Punish me please."

The boy grinned evilly.

_Thwack._

"Ah!" Aleksei's body jerked as the sudden harsh sting of the riding crop erupted on his tender left inner thigh, but then the boy swooped in like a pro, gently caressing and kissing the pain away.

Aleksei whimpered at the soft kisses and licks turned the pain into deep pleasure and arousal. The teen's sweet lips were so close to his throbbing hot meat. Please... please, please, please.

The boy pulled away with a laugh as he saw the man futilely thrust his hips, his hard cock jutting up against the air as precum dripped down the length.

"Not yet Aleksei," the teen smirked, running one finger up the hot meat in a light touch before pulling away completely, strangling another whimper from the man. "I still have to punish you," the boy said crawling onto the bed and up the man's body until their lips were almost touching, almost kissing. "You'll be lucky if I let you cum at all… this… night," the kids snapped the word off then laughed, pushing away as the man tried kiss him.

"Eager aren't you?" the teen said, lazily stroking the man's broad chest. He chuckled lightly, throwing his head back to run a hand through his dark brown hair before looking back down at the man. "Well then," he smiled, moving to straddle the Russians chest. "Let's put some of that eagerness to work." The dark vision unbuttoned his leather shorts and unzipped, his cock nearly popping out of the tight confines as he leaned back on his hands, presenting his wondrously hard length to the man. "Suck me."

Rhino did, as eagerly as any receiver could hope for. He lapped at the hot cock, swirling his tongue around the tip before suckling it into his mouth. He had to lift his head, straining his neck and shoulders against his bonds to service the boy's length, but it was all worth it as the teen gasped, his head falling back and his eyes closing as his cheeks flushed with pleasure. God Aleksei loved to see the boy in the throes of pleasure. His own length twitched as he watched the boy's breath deepened into lustful panting, his chest s shimmering with sweat behind the leather as the man beneath him tried to milk as much pleasure as he possibly could from the hot meat in his mouth.

"A-ah god." The boy cried out, thrusting his hips, shoving his length down Aleksei's throat, but the man took it in stride, sucking harder at the hot cock.

"Hah!" the boy's eyes flew open and he leaned forward, his hands slamming down on either side of Rhino's head as the teen lost control and started humping in earnest. Aleksei gagged for a moment then loosened his throat to take the arousal thrusting into his mouth with sloppy wet sounds. Other sweet sounds fell from the boy's mouth as he pounded into the man below him. One last strangled cry escaped the teen and he clutched Rhino's head to him, shoving as deep as he could into the man's hot mouth as he came. Hot seed shot into the back of Aleksei's mouth and down his throat as the boy's cock twitched in orgasm. The gasping boy held him there until the man thought he would run out of breath then slowly began to pull back.

The Russian groaned as the panting boy drew out of him leaving the lingering salty, bitter-sweet taste of cum on the his tongue. Rhino gasped in the aftermath, but still lovingly licked the last of the boy's seed from his length.

The teen smiled and patted his head. "Good boy."

Rhino nuzzled the kids hand, his mind muddled with desire as his cock throbbed, painfully untouched. "P-please."

The boy laughed and surprised the man with a sudden, quick kiss. The teen drew back before Rhino could even think to deepen the kiss, leaving the man straining against his bonds for more. "Oh don't worry," the boy grinned, leaning in to whisper in the man's ear. "I'm not done with you yet."

The boy then leaned back to shimmy out of his short in an incredibly alluring way with his still hard cock bobbing in front of the man's nose. Aleksei couldn't help a lick, making the boy grin as he threw the shorts across the room and turned around, pushing his ass into the man's face.

"Lick me."

Rhino lovingly rimmed the one who offered him his ass, licking the boy deeply. The teen moaned, humping the man face slightly. "Oh yah. Yah lick my ass you dirty old man."

Rhino deepened his licking, lapping at the kid as vigorously as he could, adding ever bit of experience he had. The boy groaned, his body melting against the Russians. "Mmm so sweet. I could do this all day." The teen suddenly chuckled to himself. "Let's make this a little more interesting."

The boy leaned down and cupped the man's balls in a hand, rolling them gently in his palm. Aleksei, groaned, his eyes rolling back in the pleasure of finally being touched then… _Smack._

"Mmmuph!" Aleksei's body bucked as pain suddenly shot through his balls.

"Aw did that hurt?" the teen laying on him laughed, gently stroking the ball he had smacked a minute before. "Ah, ah, ah." Rhino wrenched at his restraints, tears springing to his eyes as the boy slapped his testes again. "Don't stop licking back there."

Aleksei gasped, not realizing he had stopped and closing his eyes, lapped at the kid's ass in earnest.

"Oh yah," the boy groaned, laying himself fully on Rhino. "That's good. Would you like a few more love taps?"

Rhino furiously shook his head while trying to keep on licking.

"Well too bad because you're going to get them."

"Gah! Nmmmmmph! HAHHHH!"

The boy administered three quick taps to the man's balls and it was just too much. Rhino practically screamed into the teen's ass at the last slap, all thoughts of rimming gone in the wake of his poor aching balls. Suddenly the weight of the boy lifted from Rhino and when he looked up the teen's handsome face was looking down at him, his pale brow furrowed in concern and something much like regret shinning in his brown eyes. The kid nuzzled the Russian's neck making the man sigh then the boy gently lapped up the few stray tears from the man's cheeks that Rhino hadn't even realized he had let fall.

"Was that too much for you?" the boy asked softly, caressing the man's wet cheek then his touch drew downwards until Aleksei gasped as he felt a the kid's warm hand wrap around his cock. "You're still hard for me," the brunet said smiling as he stroked the man's hot length. "I like that." Rhino whimpered as the teen let go of his cock, but the boy ignored the sound and rested his chin on the man's chest, cocking his head slightly in an adorable way. " If you keep taking you're punishment like a good boy I'll make sure to give you a little pleasure. What do you say to that?"

The boy… Oh god Aleksei couldn't deign the boy anything. "Please… kiss me," the man begged, looking up at the boy beseechingly. Rhino saw the brunet frown slightly, but the kid still leaned in and kissed the man. Even if it was a bit cold, the kiss left Aleksei gasping by the time the teen drew back.

"Anything else?" the boy asked coolly, arching an eyebrow.

The Russian looked up lovingly at the beautiful teen, knowing he didn't have a choice but to answer. "Please, punish me."

Rhino's heart skipped a beat as the teen's face was suddenly transformed with a glorious smile. The boy swooped down a kissed the man's lips with more hunger and passion then Aleksei thought was possible. Finally the brunet drew back leaving the man's chest heaving for air. "Good boy," the teen said, grinning before shimmying down the man's body until he was between Aleksei's legs his mouth a bare inch from the man's hard length. The boy grinned as Rhino stared down his body, his eyes pleading the kid to touch him.

"Notty little dicky never does what it is told, does it?"

Aleksei shivered as the boy's hot breath caressed his hard cock. Oh god it was almost too much-

"AH!" the Russian jerked in his bonds as the teen's tongue snaked out to taste the man's tip for just one teasing moment before pulling away again.

Oh god. Oh god he was so horny he thought he might die. "P-please," he stuttered desperately.

The boy smiled lustfully, his hand ghosting over the man's length. "You want me to touch you?"

"Yes, YES! PEASE!" the Russian all but sobbed, his hips thrusting up against the air, trying to get some of that glorious friction he needed so greatly.

The brunets smile widened and he let his hand close around the man's throbbing length. "You want to cum?" the boy whispered, brushing his lips against Aleksei's heat.

"Oh god yes," the man groaned, his head falling back and he clutched at the roped securing his hands to the headboard of the bed, his chest arching off the bed. "Oh please, please, please," Rhino begged.

"Well you're not going to cum until I want you to," the boy said matter-a-factly, shoving a cock ring down onto the man's throbbing organ.

Rhino's mind blanked for a second then he screamed. "Argh! Oh no, please. Oh god. Hghnnnn," he sobbed, tears falling unabated from his eyes as the ring settled painfully tight around the base of his cock.

"Oh shh," the boy crawled up the man's body to wipe the tears from the man's face. "Shh, shh, shh I'll let you cum… eventually."

Aleksei looked up at the teen beseechingly, tears clouding his gaze, but only one thing was on his mind. He was so desperately horny. Precum pooled on his belly, dripping from the painfully hard cock that bobbed in the air above him. He couldn't go on like this. He was so ready. "Please, please, please."

The boy sighed, blowing his bangs out of his eyes as he leaned against the man's chest. "Oh alright, fine. I'll touch you. Here, how's this?" The teen nuzzled the man's chest, kissing one of the hard nipples there. Aleksei gasped as the boy suddenly sucked the hard nub into his mouth, but even the pleasure that could be found there wasn't enough.

"Lower please," Rhino whispered hoarsely.

"Here?" the boy stroked the Russian navel, licking the precum from his belly-button.

"Ah! Boy please!"

"Here?" the brunet grasped the man's cock, stroking it once before stopping to wait for a reply.

The Russian withered under the teens touch, lost for words within the pleasure, but only for a moment. "Yes. Yes. Oh god please yes."

"Like this?" the boy licked his way up the hot length then swirled his tongue around the head, before working his way back down, but still flicking a thumb over the sensitive tip as he did so.

"Hah! YES!"

The boy chuckled, then hummed into the man's length, driving the man almost mad with the amazing feeling the vibrations made against his cock. Rhino jerked at his restraints, thrusting his body up. He knew if this was the real world he would have ripped the bed apart by now but he didn't care. he was too invested in this dream. He wanted, no needed the kid's touch.

The teen smirked. "So willing, but what about down here?"

Rhino gasped as he felt the kid's finger prod at his entrance then push in.

"Oh god boy…" the man's word drifted off as his eyes fell shut under the wonderful feeling as the boy started to work his ass while sucking his cock.

Suddenly everything stopped. Aleksei's eyes flew open with a whine. "Kid-" but then his sight was greeted by the boy sucking on a dildo. The man whimpered as the teen teased him by purposely making wet, sloppy sounds as he thrust the life-sized toy in and out of his mouth.

The man's cock twitched and throbbed harder with the show. He was so hard he thought he might die. "Ah… please," he begged.

"So needy," the brunet chuckled, shaking his head. The boy then positioned the dildo and shoved it up inside the man in one hard thrust.

"HAH-ahhhh." The man's eyes flew wide at the feel of suddenly being so full. There was a sharp sting as his sphincter was stretched tight over the toy, but then the pleasure… oh the pleasure. The man moaned as tingles raced up his thighs to his groin.

"You like that?" the boy whispered, pulling the toy out just a bit before pushing it back in all the way.

"Ohhhh yessss," the man's eyes fluttered with passion as the boy continued to gently pump his ass with the dildo making the man squirm under his hand. It was just too much.

"Ta… touch me."

"No," the boy said not even bothering to look up as he slowly, tortuously pulled the dildo all the way out as the man thrashed and strained, wanting to feel more. Rhino whimpered as the toy popped out of him, fearing he would lose it forever. The brunet teased his hole for a few seconds, pushing in lightly just to pull back before penetration. The toy was barely kissing the Russians entrance before suddenly the kid plunged the plastic cock all the way into him again. Aleksei shrieked, his hips thrusting up and down trying to shove the toy in further, desperate to feel more, anything, but the boy took his hand away and just watched as the man squirmed, the bed jerking under the man's great strength, but the restraints refusing to give.

Rhino fell back to the bed his chest heaving, knowing there was nothing he could do as his sweat-soaked body trembled with strain. "P-please?" he gasped looking up at the smiling boy through a lust clouded haze.

The boy huffed, earning a long pitiful whine from Aleksei as the kid propped his chip up onto his hands.

"You're so demanding. We need to deal with that."

Rhino suddenly felt hands pulling at the ropes tied around his ankles and he raised his head groggily to fine the boy untying his feet from the bed.

"You're releasing me?"

The boy laughed, throwing the used ropes onto the floor. "Not quite."

Then the kid disappeared. When he came back he was carrying a heavy leather paddle.

The brunet grinned, snapping the paddle against his hand as he stood over the man. "This should be fun."

"W-what are you going to do?" Rhino stammered, suddenly nervous, not that that seemed to effect his hot straining desire down below.

"Shh," the boy said bending down to caress Aleksei's lips was a finger. "You'll see.

The cold leather kissed Rhino's skin as the kid lazily dragged it down across the man's chest as he slowly walked to the foot of the bed. Rhino couldn't help but notice how the boy's hips swayed alluringly as he walked.

The brunet suddenly grabbed the man's ankles in one hand and pushed Alekseis's legs up, baring his ass. The big Russian groaned, his eyes falling closed as the position changed the angle inside him making the dildo suddenly brush his prostate.

"Did that feel good?" the boy taunted, rubbing the cool paddle in a circle over the man's left cheek.

"Yes-AH!" The man cried out as the paddle suddenly cracked down on his rear, but it was not the spanking he had been expecting. Instead of stinging his cheeks the boy smacked down on the middle of his ass, jerking the dildo further into him, shoving it against his prostate as a light stinging lit up the tender skin the paddle had touched.

The boy grinned as the man's eyes fluttered and his body jerked as the brunet squarely hit the dildo again, driving it deeper into his ass. "I told you this would be fun."

The spanking went on from there. Aleksei lost track of how many times the boy let the paddle smack his butt. It might have been ten. It might have been fifty, all the man knew was he was drowning in pleasure as ever hit jerked the dildo into his prostate. There was so much precum flowing out of his cock he could feel it dribbling down his hips. Just as Rhino really thought he might go mad with lust he boy stopped.

Suddenly the brunet was cradling Rhino's face in his hands and gently gave the man a tender kiss. Aleksei moaned into the teen's lips and leaned in to the touch. He was surprised when the boy didn't break it off at his show of desire and began to kiss the kid back in earnest. Finally they had to break apart gasping for air.

"You're punishment is not over yet," the brunet breathed, nipping the man's throat playfully. "You know you deserve more than this."

Rhino closed his eyes, still reeling from the kiss. "Yes."

The boy smiling lovingly and gave the man another quick kiss before disappearing again.

Rhino laid there as his breathing slowly returned to normal, but he was still so aroused. Time seemed to stretch around him as he waited there alone, his wrists still tied to the bed. Was the boy coming back? He glanced around, but there was no one. Just an empty room. He whimpered, closing his eyes. He needed to be touched so badly. Please someone. Minutes ticked by and he started panting, his body somehow flushing even hotter as fresh desire spiked his blood. "Boy? BOY?" the man shouted as his heart started to race in panic, but no one answered. He whimpered glancing around again, but still he was alone. Don't leave me like this. Please not like this. He glanced down at his impossibly hard length that still jutted straight up from his hips. His need… oh god he needed someone to touch him. Realizing his legs where now free, he desperately twisted his body to the side, trying to rub out some relief on the sheets. It was so close.

_Crack._

"Ah!" Aleksei's body jerked as something stung his tender side. He glanced up and relief filled him to see the boy standing there again… then he saw the black rubber flogger in the teen's hand.

"Notty boy," the brunet chastised, shaking his head. "What am I going to do with you?"

"Whip me," the man said stating the obvious.

"And such a mouth," the boy tutted. "Someone really must disciplined you better."

With that the teen pushed the man back on the bed and swatted him across the chest with the flogger. Aleksei flinched as the thin strands of rubber stung his skin, reddening it, but without cutting into him or leaving welts. Rhino squeezed his eyes shut, tensing for the next blow, but instead of hitting him the boy reached down and soothed the tender mark was a gently touch.

"You'll want to relax," the brunet murmured. "And breath. It will only hurt more if you tense up."

Rhino's eyes softened as he looked up at the boy who punished him, but was still so kind and let the breath he had been holding out, forcing his body to relax.

The teen smiled. "Good boy," he said patting the man's cheek before moving back again.

The boy whipped the man thoroughly until Rhino's front was reddened and tender, but somehow the rubber flogger never really hurt him. Instead there was just the sweet sudden sting of dozens of little strands hitting his body, which quickly turned into a hot pleasure that warmed his skin. Rhino was moaning by the time the boy pulled the flogger back and hit his body one last time, making the Russian jump and squirm.

"Beautiful," the boy breathed, stroking a finger against the man's heaving, reddened, sweat-slick chest as Rhino shivered under his touch. The brunet smiled as he felt the powerful man tremble. "Now let's try something else."

Aleksei gasped as heat suddenly splashed against his chest. His head jerked up to find the boy drizzling hot red candle wax against his skin from a glass jar. "Wha-"

"Shh don't worry," the boy said, tipping the candle up for a moment. "It's a candle that melts at a low temperature. It won't burn you."

Rhino nodded his eyes glued to the candle in the brunets hand. The wax on his skin quickly cooled, the anticipation of the next hot drop was nearly unbearably to the man. He didn't know if he liked this or not, but he didn't have time to decide as the boy tipped the candle again.

"Ah-hah," Aleksei's breath hitched as new heat bloomed upon his skin.

The boy smiled as he dripped the hot wax on the man squirming beneath him. Slowly the teen snaked a hot red path down the man's upper body, making sure to hit the man's nipples on the way, to the Russian's bellybutton where he let the wax pool for a moment before tipping the candle back again and setting it aside. Then the brunet leaned down and pealed the dried wax from one of Rhino's ridged nipples before rubbing a thumb over the sensitive nub.

"Hah!" Aleksei gasped, his back arching into the teen's touch. He heard the boy chuckle the soft lips closed around his nipped, licking and sucking and nipping the tender flesh.

"Oh god, oh _GOD_!" the man moaned wantoningly as the boy toyed with him, pealing the wax off the other nipple and licking and rubbing it too.

Suddenly, just as Rhino started thinking it was all too much the boy pulled back. Rhino realized the brunet was holding the candle again a moment before the kid smiled evilly and tipped the hot wax over the man's cock.

Rhino roared as heat splashed against his sensitive glands. It was so hot! He wrenched at the restraints at his wrists, his eyes squeezing shut against the strange hot pain as his body turned and his legs crossed instinctively to hide his gentile as the wax seemed to sear them unbearably. He jerked and squirmed, gasping out unintelligible sounds as the heat lingered between his legs. He had _not_ been ready for that. It was just too much. A sob escaped hit lips as he curled up, trying to hide himself from whatever torture the teen would dream up next.

The kid was suddenly there caressing his body with gentle touches and cooing soft words to him.

"Shh…" the boy said, stroking his sensitive skin. "First there is pain, that is your punishment, but after that there is always pleasure," the boy whispered coaxing Rhino's legs apart again and petting the man's inner thigh as the Russian's tender, wax coated member was bared to him once more. The brunet nuzzled the somehow still hard cock between Aleksei's legs. "I will make you feel good now. I promise."

Rhino moaned as the boy pealed the cool wax from his tender glands and began licking at the incredibly sensitive exposed skin. Finally the boy was touching his throbbing need. The man's hands clenched into fists as the boy popped the head of the cock into his mouth and started sucking at it vigorously. A sudden soft buzzing sound reverberated around the room then Aleksei jumped with a gasp as a bullet vibrator was pressed to his sensitive frenulum. Stars sparked in front of the man's eyes as an all encompassing pleasure flowed over him as the boy continued to suck and stroke his hot length with the vib.

"Oh god!" The words forced themselves past the man's lips as his hips thrust up making the boy chuckle.

"Feel good?" the brunet inquired, lipping the edge of Aleksei's glands.

"Yes yes!" the man gasped out, thrusting his hips again.

"Just look at all this precum," the boy giggled then suddenly took the vib away and started to suck and stroke the man like he wanted to milk the cum from Rhino's balls. The man cried out as his cock spasmed and tried to cum, but he couldn't orgasm past the cock ring.

"Please. Oh god please let me cum," the man begged, but that just made the boy rub a finger over his tip, sliding it against his pee slit before drawing back.

"What nooooo!" the man moaned, thrusting his hips up desperately.

"Ah stay still," the boy chided, swatting the man's thigh lightly as he tried to climb on top of the man's bucking hips. "Don't worry. I'm not done with you yet."

"Please, please, please," the man pleaded in lust filled incoherency. "I need y-"

The boy struggled onto the man, straddling his hips before leaning forward and grabbing a fist full of hair, jerking the man's head back and making Aleksei gasp as he nipped the man's throat. "Stay still," the brunet whispered, his breath caressing the man's lips before he pressed them together with his own in a hot kiss just as he lowers himself on Rhino's hard cock.

The man's whole body jerked as a tight heat of the kid's ass enveloped his throbbing length and he cried out into the boy's kiss. "Oh GOD!"

Aleksei's eyes flew wide with another strangled little cry as the boy pressed down further and his cock found another little surprise. He knew where the teen put the vibrator now. It was buzzing against his length _inside_ the boy's hot little hole.

"Ah, AH!" Rhino lost control and started pounding himself up into the body above him, but that was not in the boy's plans.

"No," the brunet growled through gritted teeth, but the Russian couldn't hear the teen through his lust.

"NO!" the boy slapped Aleksei across the face. That got the man's attention. Even more so when the bunet pull himself up, letting the man's hard cock slip out of him.

"Ah, But-" Desperate tears filled Rhino's eyes. He needed the boy. He needed his touch. He needed to be inside him.

The kid grabbed Aleksei's face in a hand and forced the man to look at him. "You _will_ listen to me," the boy snarled, anger gleaming in his eyes, but it was quick to fade as he took in the uncontrollably lusty state the man was in. "Now," the boy whispered gently, stroking the man's cheek. "Are you going to behave and do what I tell you to?"

"Yes. Please," the man gasped. "Anything just please…"

The boy pressed himself back onto his hand smiling, his ass rubbing teasingly against the man's cock. "First a little punishment for being such a bad boy."

Rhino whimpered, visibly shaking from the strain it took him not to thrust his hips up at the boy, but he nodded.

A fine silver chain appeared in the boy's hand at the man's nod. Aleksei's brow furrowed in confusion until the teen brought it close, letting the fine metal spill on to the man's chest and the Russian realized there were nipple clamps attached to the ends of the chain.

Before Rhino could say a word the boy had already leaned in and, teasing one of the man's nipples to full arousal, pinched the hard nub and settled the cold metal clamp around it. "There we go," the boy smiled as he let the clamp snap closed on the sensitive flesh.

"Ah!" Aleksei's body jumped as the metal bit down on his tender flesh. It hurt so much he couldn't think, but for some reason tingles of pleasure still coursed down to his groin. He bit his lip, trying to pant through the pain as his nails dug into his palms, but he just couldn't.

"It hurts," the man moaned.

"You'll get used to it," the teen assured him, stroking the second nipples before bringing the other clamp to it. "One more to go."

Rhino bit his lip hard to keep from crying out as the metal bit into his flesh once more.

The boy leaned back to survey his work once he was sure the clamps where secure. "There. Oh it looks so cute," he said clapping his hands together with childlike glee, then the lusty smile lit his lips once more. "And you're still so hard," the boy whispered rubbing his butt against the man's throbbing cock. "Are you ready for me?"

The man groaned, his eyes falling shut in pleasure as the boy didn't wait for an answer, but instead just shoved himself down onto Aleksei's hot member. The brunet buried the dick inside him to the balls before pausing and leaning forward with one hand on either side of the Russian's head.

"Look at me," the boy whispered huskily, making the man's eyelids flutter open once more. "I want you to watch me…" the teen slowly lifted himself up Aleksei's shaft as he talked… "as I fuck your dick." The kid slammed himself back down on the man's arousal at the last word, earning himself a grunt as the man's head fell back at the pleasured sensation.

The brunet's hand snaked out, grabbing the Russian's hair and yanking his head forward making the man gasp, his eyes flying wide at the pain wrenched through his neck. "Watch me or else," the teen growled impatiently.

Aleksei nodded fervently, not wanting to know what his next punishment might be as his clamped nipples still stung and the dildo still rested deep inside his rectum.

The boy nodded as if to himself as he leaned back then started to hump the man's throbbing length again. Rhino was enthralled by the scene as the kid's cock bobbed up and down as he fucked the man's hard need.

Soon enough the teens head tipped back and soft, pleasured sound fell from his lips. Sweat glistened on the boy's heaving chest as he rode the man. Rhino shivered as the pleasure built within him, tightening inside his stomach, but he fought the need to thrust knowing the boy would discipline him if he did so without permission.

The boy started playing with himself, first his nipples then his cock, rubbing the glistening length as the man watched.

"Ah!" the boy cried out grinding his hips down on the man as a sudden thrill of pleasure hit him. The brunet's hot hole squeezed the man's cock hard as his back arched, thrusting his nipples into the air. The sight of it all was almost too much for the man. He wanted to cum so bad but his eyes were glued to the scene above him. Rhino could tell the kid was so close, just as close as he was but then the boy stopped everything. He stopped humping and touching and stroking and just sat there gasping on top of the Russian as his body quivered trying to finish. He sat there for many long moments with his eyes closed and leaning heavily on his hands until his body was under his control again. Then he opened his eyes and smiled down at the man. Aleksei's heart skipped a beat at that look, his cock twitching with new arousal within the tight vibrating heat of the boy.

"Now," the kid whispered, sensually laying his body over Russians. "Fuck me."

Rhino gasped in surprise and stared at the beautiful teenager for a moment in shock.

The kid cocked his head to the side with a smirk. "So… are you going to fuck me or what?"

Aleksei snapped out of his funk and thrust up, pounding into the body above him as he had wanted to do for so long.

The kid clung to Rhino, crying out with every thrust as the man's cock disappeared into his tight heat again and again and again.

Pressure built within Aleksei, impossibly tight as pleasure pounded through his blood, but he couldn't cum. He still couldn't cum. He wrenched desperately at his restraints, every muscles straining as he pounded himself into the kid even harder, but nothing worked. A sob fell from him. He needed to cum. Please someone let him cum.

The boy cried out, arching back against the man and slamming himself down as Rhino thrust up as hard as he could. A lightbulb clicked on in Aleksei's brain as the man finally understood why the kid hadn't wanted him fucking him before. The kid had lost control in the heat of desire and maybe, just maybe Aleksei could use that.

"Boy. Boy release me," Rhino gasped, still humping his hips against the kid.

The teen blinked then threw his head back with a laugh. "Why should I?" the brunet asked coyly, grinning down at the man tied beneath him.

"I want to hold you," the man begged. "Touch you. Please."

"Ha!" the boy's grin widened even further. "But I can have my way with you right here and it's sooo much fun," he purred, toying with the silver chain connected to the nipple clamps. He wrapped his finger around the chain and pulled lightly, making the man stiffen and hiss out a tight breath as the clamps pulled at his nipples. "Isn't this fun?"

"But I can't really fuck you like this," Aleksei countered. "That's what you want isn't it?"

"Oh alright," the brunet sighed as if bored but Rhino saw desire light in his eyes. "But first," the boy teased, wagging a finger in the air. "This." The teen was suddenly swinging a black leather collar around his finger.

Rhino's forehead furrowed in confusion. "What?"

"So I can make sure you are a good little pet," the boy clarified, buckling the collar around the man's neck before clipping a thin black leash to it with a smile. "There. Ah you just get cuter and cuter by the second."

"Thanks," the Russian said sarcastically, rolling his eyes.

The brunet wrapped his fist around the leash and yanked the man's face close to his own. "Don't be that way or I won't release you."

The man paled slightly at the threat. "Yes, yes your right," he stammered. "I'm sorry. Please release me."

"I don't know," the boy said, tapping the man's chest absentmindedly with a finger.

"Please, please…" Aleksei begged, frantically, desperate now that he had been so close to what he wanted only to have it snatched away again.

"Oh alright," the boy laughed, loosening the ropes around the man's wrists. That's all it took.

Rhino was off the bed in a flash, pushed the boy into the wall and grabbing the kid's lean hips to shove his throbbing need deep into the teen's bowels.

"Oh yah," the brunet thrust his butt back at the man, shoving the Russian's cock deeper into him. "Give it to me big boy. I can take it. Yah."

That was all the invitation Aleksei needed. He started pounding the kid's ass mindlessly with short, sharp strokes desperate to avail his need. The boy squirmed against him, pleasured sounds falls from his lips.

"Ah!" the brunet threw his arms back around the man's neck at a particularly deep thrust and arched his back to kiss the Russian deeply on the lips. "You're so vigorous," the boy gasped breaking off the kiss as Aleksei continued to pound into him. "Ha!" the kid threw his head over Rhino's shoulder then moaned. "More give me more. Fuck my ass. Oh shit!" The boy's tight heat suddenly clenched and he screamed as he came hard against the wall, surprising the man. Aleksei held the panting boy as he shivered in the throes of orgasm for a moment or two before thrusting into him again.

The kid groaned, his body melting against the man's "Wait Aleksei," the teen panted, his legs going weak. "I'm going to fall…"

Rhino picked the boy up and threw him onto the bed.

The boy bounced once as he landed on the mattress and raised his head groggily. "Aleksei?"

The man was on the teen in a second, grabbing one of the kid's legs in his arms and shoving into the boy's hot hole as the kid lay on his side.

"AH!" The boy screamed, his hands burying themselves in the covers as Rhino thrust himself deep into the teen's body. "Oh YAH!" the kid squirmed under the man roughly fucking him and cried out again, clutching at bars of the headboard in front of him in his desperate need to hold onto something solid. Through Rhino's haze of desire the man saw the boy's cock hard and straining again and reached down to stroke it as he continued to pound the teen's juicy ass. The boy jerked and thrashed at his touch, his back arching beautifully as he cried his pleasure out again which just managed to arouse Aleksei even more making him thrust harder. The boy was such a screamer and it sounded sooo good.

"Aleksei!" the kid gasped. "Oh god Aleksei. It feels so good. Fuck me," the brunet begged frantically in his lust. "Fuck me harder."

The boy did not have to ask twice. Rhino knew this had to be a dream. The real boy would never… but it all felt so good. Aleksei no longer cared as he pounded into the squirming flesh beneath him.

The teen suddenly flipped himself over onto his back and yanked Rhino into a passionate kiss with the leash, while the man's dick continued pounding in his ass. "Ah!" the kid gasped at the new angle, breaking off the kiss. "Guess what?" the boy panted, up at Aleksei, his cheeks flushed with pleasure. "I have a treat for you." The boy leaned in to whisper in the Russian's ear. "I brought some friends."

Doubles of the boy suddenly popped into existence all around Aleksei. The man stiffened in surprise and glanced down to seen original copy of the teen smiling up at him. "Now let's have some real fun."

Rhino glanced up again to stare open-mouthed at the identical faces grinning back at him. Oh god this really had to be a dream. The man swallowed hard, not sure what was going to happen next.

Strong, slender arms wrapped around Aleksei from behind and he felt every inch of the new teen's skin as the kid leaned his cheek against the Russian's shoulder, breathing into the man's neck, making Rhino shiver.

"Mmm, mind if I butt in?" the new double asked, rolling his hips against the man's butt, pushing the dildo a little deeper into Aleksei's ass and whispering in his ear. "Literally." That one behind Aleksei pushed his hard slick cock between the man's butt cheeks, humping the Russian's clef, making Rhino gasp.

"No fair!" another pouted from where he sat on the bed, his arms crossed over his red and blue chest. Oh god. Aleksei realized some of them were wearing the Spiderman costume. He swallowed hard. Even though he had not made up his mind whether or not to believe the kid was really the Spider, that didn't seem to matter in his dreams. Why the hell did it look so hot?

"I wanted to play too," the costumed, but unmasked one continued to pout, then another of the doubles appeared behind that one, wrapping his arms around those slender hips and palming the other teen's package through the cloth.

"I'll play with you," the second of the pair breathed, nipping the first's earlobe.

"Oh," the first giggled and turned his head to kiss the other's lips as the second let his hands disappear beneath the costume's waistband making the first gasp into his mouth. "Ah!" the first moaned as the second twin stroked his cock. "Well," the pouter panted. "I guess that would be all right."

Another of the doubles suddenly moved to stand in front of Rhino on the bed, his legs straddling the original who still lay with the man's cock sunk deep within him. The new boy stroked a finger teasingly over Aleksei's lips, his eyes half hooded with desire. "Mmmm baby you look good enough to eat."

"What about me?"

Rhino's eyes bugged as the teaser turned to reveal another double behind him lounging on the bed, his body slathered with what looked like whipped cream and waving one arm in the air to get attention.

The other brunet thrust his chest out, showing off the cream peaks that covered his nipples. "Don't I look good?" he asked coyly, batting his eyelashes.

The teaser licked his lips and slid over the bed to the tasty morsel presented to him, laying himself by the other's body, his hard length showing his obvious arousal. "Oh yah baby. I'm going to lick every inch of you."

The one covered in whipping cream giggled and squirmed as the other's tongue snaked out to lap at his hard, sweet nipple, his own arousal hardening in pleasure.

Aleksei's mouth was dry as he licked his own lips at the sight, but he couldn't bring himself to look away until another double standing beside him on the bed bent down and tickled the underside of his chin with a finger, making the man start and glance up. "Let's put that pretty open mouth to work shall we?" the new boy said smiling down Rhino as he presented the man with a hard cock to suck.

Rhino willingly started licking at the throbbing length then gasped, his eyes flying wide as another cock slipped into the original's hole with his. "Feel's nice don't it?" the new one laying _under_ the original thrust his hips again causing the original to groan and whither as he was double penetrated. The new boy grinned and thrust again, his cock rubbing against Aleksei's in the original's hot, wet hole. "Tight."

The original continued to squirm and gasp as his ass was stuffed so full. "Oh god it's so big," he moaned, closing his eyes as the other thrust against him. "Sooo deep." The original's eyes fluttered open again and he reached up to Aleksei with his arms, pleading: "Fuck me. Fuck me please."

"Ah" Rhino cried out as the one behind him suddenly pulled the dildo out of his ass and replaced it with his own hard thrusting cock.

A slick, hot length slid against the man's check drawing his attention as one cock continued to gloriously ravenge his ass and another continued to rub against his own as it fucked the body beneath him. "Don't forget about me," the double said waiting to be sucked again. Aleksei went down on the boy willingly making the brunet moan and bury his fingers in the man's dark hair.

Sweet sounds of pleasure and the smell of sex filled the room as Rhino fucked and licked and sucked, but somehow his gaze was drawn to the two other pairs on the bed. His brain dimly realized there were eight of them. Eight of the spider-boys strewn around the room fucking and licking and sucking just like he was. Rhino shuddered in pleasure at the sight that greeted him as he looked around. Oh god if this was a dream, he never wanted it to end.

The first pair had gotten down to hot and heavy sex. They sat on their knees kissing each other with the one behind thrusting into the others ass while also stroking the other's cock into a pleasured frenzy. In the second pair, the teaser had migrated down to the tasty one's whip cream covered cock and was sucking it like a lolli-pop, making his lover thrash and moan in pleasure.

As hard slap on Aleksei's ass snapped his attention back to the teens close at hand.

"Tut-tut," the one fucking the man's hole chided. "You're not paying attention to us. We'll have to remedy that."

Heat streamed down Rhino's back making him cry out and thrust down into the body below him as the boy behind him poured hot wax onto his skin.

"Have we gotten you're attention yet?" the one behind whispered to the gasping man as Aleksei shivered with the new waves of hot pleasure that coursed through his blood.

"I don't think so," the original one who now had two throbbing cocks shoved up his ass smiled. "Maybe this will help."

The original grinned then grasped the chain that dangled between the man's nipples between his teeth and pulled back. The Aleksei hollered and tried to lean forward to ease the pressure on his sore nubs, but the brunet behind him grabbed him under the arms and pulled him back, not letting him move as the boy in front pulled back further.

"Oh please stop," Rhino begged making the boy grin wider.

"Give us a reason to," the boy pulling his nipples said, leaning back a little further.

Rhino cried out again then thrust forward, pounding into the teen below him. Every forward thrust of the his hips drove into the boy in front of him and every pull back impaled himself on the hard cock behind him. He fucked the two frantically, trying to get them to stop pulling on his poor nipples not realizing how much pleasure was surging through him from the pain.

The brunet below him groaned, tipping his head back just a little more as incentive. "Oh yes man. Keep fucking me like that."

Aleksei did, panting as his sweat dripped down onto the lovers beneath him. His cheeks flushed with desire and he started to grunt and groan as the heat of passion overcame the pain. Just as the man almost stopped noticing the tight pinch of the clamps on his nipples the kid jerked his head back, snapping the clamps from his nips.

Aleksei gasped then threw his head back and screamed at the fiery sting that erupted in his chest, but somehow that only seemed to fuel his lust more. He thrust forward, hard and deep into the boy, smashing his hips against the teens butt earning himself a pleasured cry.

Rhino sucked in a sharp breath as a sudden burning cold rubbed over one of his hot, tender nipples. He looked down groggily to find a hand wrapped around him from behind was massaging his nub with a cube of ice. He groaned and shivered giving into this new pleasures he continued to pound into the ass below him. The bottom boy suddenly raised himself up and sucked the man's other abused nipple into his mouth. Then his teeth bit down.

"Ah! Oh god!" Rhino pounded down, shoving hard into the tight heat below him making that brunet cry out and throw his head back in bliss. Watching the kid whither in pleasure… Oh god the man was so close.

The one behind Aleksei suddenly pulled out and shoved two well-lubed fingers into the man's ass, then three, then four, pumping them in and out of the man as fast as he could, but it wasn't enough. Rhino was about ready to beg the kid to fill him with cock one more when he felt something cold circle his entrance and then push in. Rhino cried out as the ice cube was shoved deep in his warm depths. It was so cold, but his cock still twitched and spasmed in pleasure as another and another of the cold cube were pressed into him. His whole body tingled with desire. He couldn't keep this up. It was too much-

A howl escaped the man, his head thrown back as the overwhelming feel of the brunet behind him suddenly filling him with something much bigger than a cock. The kid shoved his whole fist up the man's ass making the man jerk and thrash at the awesome sensation of being so completely full. The boy pounded his fist into Rhino, hitting his prostate over and over again, shoving the cold melting ice deeper into the man's bowels.

Rhino gasped and cried out again, his cock buried deep into the boy in front of him as the teen behind him gave him the roughest and hottest pounding he had ever had. It was just too much. Sweet sounds fell freely from his lips as his belly tightened with pleasure. Oh god he was going to- Cock ring be damned he was going to-

…

**(START HERE)**

The lights were on when Aleksei started awake with gasp. He blinked his eyes open and raised his head sleepily from the table it had been resting on, momentarily confused as his heart raced within his chest. Duh Aleksei. Of course it wasn't real, he thought, rubbing his eyes with a sigh. But it definitely had been an… interesting dream. Aleksei was a little sore from sleeping in a chair and he stretched as he yawned. His muscles seemed to creak bit and he sighed rubbing a stiff shoulder and shook the lingering shadows of the dream of passion and lust and young, hot skin out of his mind. Dirty, dirty mind you have man, Rhino mentally grumbled to himself even as a slight smile curled his lips. The human imagination was really something to reckon with. Oh what a night, but at least he didn't have to worry nightmares like the kid.

"Sorry did I wake you?"

Aleksei turned his groggy eyes towards the voice to find the same boy that had visited his dreams sitting in bed, looking at him with a book in his hands. The man smiled sleepily, but still a bit embarrassed as the lingering memories of the dream brought a hot flush to his cheeks. "Nyet, malchik. You did not vake me." Rhino sighed, rubbing his face trying to hide the blush before looked around with his brow furrowing. "Vhere eez Cat?"

Peter blushed slightly himself, shifting to cross his legs under the blankets and turned back to his book. "In the shower. She should be done soon."

"Mmm," Aleksei grunted, rubbing his crotch while the boy wasn't looking to make sure he hadn't 'soiled' himself from the dream. Luckily there was no dampness but unfortunately he was still stuck with 'morning wood.' He had practice ignoring that so he did. The man turned his head to the side looking at the black covered book the boy was reading. It was… a bible. Rhino blinked in surprise. "I did not know you vere religious."

Peter shrugged a shoulder not taking his eyes off the book. "I'm not really… It was between this and the phone book."

The man opened his mouth to say something more, but at that moment Felicia came out of the bathroom. "Ah," she sighed, rubbing her long wet silver hair with a towel. "That feels sooo much better." She blinked then seeing Peter. "I never knew you were religious."

Peter snorted, amused and trying to cover the way his cheeks blushed when he saw she was wearing tight jean shorts and a small white shirt that showed her mid drift and accentuated her ample busom. "That's what Rhino said."

"Oh really." Felicia blinked, surprised. "So…?"

Peter sighed, shutting the book and laying it on his lap. "I'm not, but…" He sighed again, huddled himself in the robe. "I just need to do something. If I'm not doing something I… remember." He looked down with a shutter, his fists clenched in his lap. "You weren't there in the beginning," the kids haunted eyes looked over at Rhino. "You didn't see what they did. What all of them did."

Deep pity and a loathing hatred for himself welled up in Aleksei as he watched the poor boy. The kid did not enjoy sex with other men. How could Rhino have let his mind show him such things when the kid was so obviously hurt by what had happened to him? A little sensible part of Aleksei's brain told him he couldn't really control what his mind thought of while he was asleep, but that still did not help the Russian's guilt any.

"You vill vant to get tested." The words slipped out of Aleksei's lips before the man realized it. Rhino's eyes widened and he covered his mouth with a hand, but it was too late.

"Tested…?" Peter's eyes clouded with confusion then the blood drained from his face as he realized what the man was saying. "I… oh god." The boy paled further.

Felicia's lips tightened and she gave Aleksei a dirty look. "And thank you Mr. obvious for not freaking the boy out more. Now shoo. Leave before you give him a heart attack."

Rhino's brow furrowed in concern and confusion. "Vhat do I do?" he asked feeling lost. He felt responsible and did not want to leave the kid like this.

The woman glared. "I don't care. Go buy him a book or something."

"Oh…" Aleksei looked down, rubbing his neck. "Guess I could do zhat." He looked hopefully up at the boy. "Preference?"

"No… not…" Peter was too distracted to think clearly. He was rocking slightly in the bed, his arms clutching his knees to his chest. Oh god what if I got an STD? Can I even get an STD? What if it's HIV or something? What am I going to do? What if… His thoughts went in circles from there.

Felicia frowned sorrowfully at Peter. "Just grab sometthing science-y," she said absentmindedly at Rhino, her focus now solely on the boy. "Now go. I need to focus on damage control."

Rhino closed the motel door quietly behind him then sighed and leaned back against it. Dammit I messed up again… Aleksei sighed again. I'm really not cut out for this babysitting thing but… He couldn't just leave the kid like this. It was kind of his fault after all. He sighed looking up at the pale morning sky. What am I going to do?

…

Peter was sleeping when Aleksei walked through the door again. Felicia was sitting in the recliner with her cheek leaning on her hand and her eyes glued to the boy. Aleksei could see she was frowning as he quietly set a couple books and a bag of clothing he had bought for the boy at a second hand shop on the table.

"He let me give him a few more sleeping pills," Felicia said quietly after a moment, acknowledging the big man's presence with her words. "You really scared him with your talk you know."

Rhino nodded, letting himself fall into a chair. " 'E had to know," Aleksei said in a bare whisper not wanting to wake the quietly sleeping boy. It made sense now how the boy managed to sleep so soundly if she had given him something. The kid did not have to dream in his drug induced slumber.

Felicia sighed, rubbing her eyes. "Yes… but that was a little harsh Aleksei." The woman sighed, looking at the boy again. "I only hope his body is resistance to that sort of thing… I ordered a few pizzas," she said, suddenly changing the topic. "They'll be here in maybe a half an hour. Will you wait for them for me?"

The man's ears perked and he looked over at her. "Vhat vill you do?"

The woman rubbed her aching forehead tiredly. "I am dying for a soda pop and an Advil. I'm going to make a trip down to that gas station at the end of the street and grab a sixpack of something.

Rhino stared at her for a long moment. "You vould thrust me alone with malchik?" he asked in honest surprised.

Felicia pushed herself up from the chair, and clasped his shoulder as she moved to pick up her purse. "Aleksei you might screw up from time to time, but you're not that bad. I am not worried. Just watch him while I'm gone," she said turning as her hand closed on the doorknob.

The big man nodded to her. "Da. I vill vait."

"And don't wake him," Felicia added pointedly as she opened the door. "He needs his rest."

Aleksei tipped his head in acknowledgement. "We are agreed in zhat."

Felicia smiled tiredly at him then shut the door behind her. The big man stared at the place she had been for a moment before settling in to wait.

…

"Eh not for you honey," Felicia said as she easily took the bottled soda from Peter's hands before the boy had a chance to open it.

Peter blinked at his suddenly empty hands then glanced up at the Black Cat. "But-"

Felicia's eyes softened. "You know how you get on caffeine. We don't need you any more jittery then you already are. That's why I got you something without," she said gently and tossed him a caffeine free Pepsi.

"Ah," Peter smiled, catching the drink. "Thanks."

Rhino cocked his head, confused. "Vhat eez vrong vith caffeine?"

Felicia smiled at the big man. "Makes him hyper enough to bounce off the walls… Literally."

Peter blushed and looked down, but before he could say anything there was a knock on the door.

"Oh," Felicia clapped her hands happily. "That must be the pizza. They really took their sweet time didn't they?"

…

Aleksei blinked at the four large pizza's stacked on the table. "Why did you get so much?"

"Because he'll eat it,' Felicia answered simply, passing the paper plates around.

Peter blushed as his stomach growled. Felicia smiled indulgingly at him. "Go ahead honny. You haven't eaten in quite awhile. Skipping meals is never good for a boy your age especially since you are healing."

Peter smiled shyly. "Thank you."

…

Rhino stared as Peter finished off the last piece of pizza and wiped his fingers on a napkin. They had all eaten, but the boy had almost finished off three large pizzas by himself. How such a small kid managed to eat so much Aleksei had no idea.

"Who's up for dessert?" Felicia walked out of the kitchen somehow balancing three root beer floats in her hands. Peter grinned and bounced to his feet with the blankets tightly wrapped around his nude waist to help her, feeling better now than he had in a long time. Food really was a wonderful thing.

"Here let me take that for you." Peter unloaded two of the ice cream drinks from her and set one on the table in front of Aleksei before sitting back on the bed and crossing his legs, happily sipping the drink.

Rhino considered the root beer float before taking it in hand, but instead of drinking it he looked up at Peter. "So vhat did you do vith your Venom?"

Felicia sat at the table too, crossing her legs and looked over at the boy on the bed, curious to hear his answer.

"Oh you mean the dream?" Peter's grin widened over his drink. "Well I threw it at the sun and turned it into a chicken."

The other two people blinked and said "Huh?" at almost exactly the same time. Aleksei and Felicia looked at each other for a moment then glanced back at Peter. The boy's eyes were smiling over the rim of his glass.

"Dreams don't have to make a lot of sense you know?" he said shrugging a shoulder. "It being a chicken is fine with me. And it made really funny sounds as it hit the ground." Peter chuckled to himself remembering. All things considered this had been a pretty good day. "Now if only I could figure out a way to do that to the real one."

Rhino stared for a moment more then let out a great big belly laughed. "You are a real piece of vork malchik." The man tossed the boy a bundle which the kid caught easily in a hand. "Here zha clothes I promised."

The boy's eyes lightened. "Thanks!" He smiled as he sorted through all the pieces of clothing. "Oh god pants! I love pants!"

Peter all, but hugged the sweatpants to his chest making Rhino smile. The boy really was a character. The big man was glad to see even with everything the kid's spirit had obviously been too strong for the others to break. Then the boy's face suddenly paled and he dropped the clothes to the bed clutching his stomach. Somehow he managed not to dump the sugary drink all over the bed.

Felicia was immediately kneeling before Peter, gently taking the drink from his hand and setting it on the bedside table so he did not have to worry about it. The woman then frowned, resting a hand against the boy's forehead. "Honey what's wrong?"

"I don't know," the boy said shakily. "It hurts…I think I need to go to the bathroom."

Felicia nodded and helped Peter off the bed and to the bathroom.

Aleksei came up behind them before Peter could shut the

"I need to do something," the woman snapped turning her back on him, then she sighed her shoulders sagging. "I'm sorry Aleksei. It's just things seemed to be going so well."

"I understand Cat."

It took awhile, but finally Peter opened the door again only this time he was fully dressed.

"Hey honey are you okay?" Felicia asked worriedly as the boy leaned tiredly again the doorway. She couldn't help but notice he was still pale and a sheen of sweat had collected in his forehead.

Peter smiled weakly at her. "Just… diarrhea."

"Vas zhere blood?"

Peter turned a little green at Aleksei's question but shook his head.

Rhino leaned his head against a hand from where he sat at the table. "You are probably a little backed up zhen."

Peter sighed, his shoulders sagging. "Great. Just what I needed."

"Another enema might help clear-"

Peter gasped and glanced up. "Hell NO!"

Felicia gave Rhino a long suffering look. "Aleksei you didn't."

The man looked down, running a finger over the table. "I thought it vould be best at zha time."

The woman shook her head. "You're an idiot."

"He also stuck a tampon up my butt," Peter added offhandedly.

"Aleksei!" Felicia rebuked.

"I…It… Oh dammit all!" the big shook his head flustered and hunched his shoulders in the chair, looking for all the world like an overgrown kid who had been caught doing something he knew he wasn't supposed to be doing. "It eez not fair vhen both of you gang up on me!"

Peter visibly relaxed with a chuckle when he realized they weren't going to make him do another of those damn enemas and leaned against the doorway with a smile, but Black Cat wasn't done with Rhino.

"You better have at least made him cum."

"Felicia!" Peter blushed scarlet at the woman's words. "Okay okay enough of this. Really. It's embracing."

Felicia chuckled, but nodded in agreement. "Honey come here," she said sitting on the bed and patting the spot beside her.

" 'Key" the boy said shyly and started to walk over to her, but then paused. "Do you mind if I stretch for a moment?"

She smiled. "Go ahead."

Aleksei watched as the kid went down in a quick bridge stretch, cracking his back with a relieved sigh before kicking up into a handstand. Then the man saw Felicia stiffen with a sharp gasp as the teens shirt fell down about his shoulders revealing skin.

Felicia's eyes widened and she nearly jumped off the bed to where Peter ended up after gracefully rolling back up to his feet. She pulled his shirt up, bearing his side to reveal a mass of angry red scars. "Honey what's this?" she whispered, gently touching the wound.

"Huh?" the boy looked down startled by the woman's actions. Then he realized what she was talking about. "Oh, Yah… Before… Before they kept cutting me."

"What?" Felicia blinked up at him confused. Peter didn't scar. He never scared. Even his worse wounds barely left any mark at all and certainly nothing as visible this.

Peter sighed, leaning back to sit on the bed. "When I first woke up they would cut me then wait for it to stop bleeding and cut me again…. They made a game of it and… they said they liked how I screamed. I begged them, but they just wouldn't stop. I was so lightheaded I thought I'd be sick. It must have been too much for my healing and… I'm sure it will go away eventually… I'm glad it's not any worse though. They must have gotten bored with that game or something when I stopped responded because then… then they started…" Peter broke off shaking his head.

"Now that I did not know." Rhino's eyes wide and horrified.

"Oh honey," Felicia sat by the boy on the beg, gently resting her hands on his shoulders

"What are you…?" Peter glanced up at her touch, but then melted against her as she started rubbing the tension out of his shoulders. "Oooh that feels good."

"Lay down," she said softly, coaxing the boy back onto the bed.

Peter groaned moaned in pleasure as the woman gently massaged the knots from his back and moved down his body as he lay on his stomach, loving what Felicia freely offered him.

"You're so tense," Black Cat whispered as she worked the boy's muscles.

"Yah… I get that a lot," he said then moaned softly as she worked out a particularly troublesome stop.

"Does it feel good?" she asked suddenly. "I don't want to hurt you or anything."

"No, no, it feel's great," Peter assured her. "Just don't do my sides okay?"

"Like here?" the woman said playfully, running a hand over his right side. Peter jerked away with a laugh, but before he could say anything she did the same thing to his other side.

"Or here?" she smiled as he laughed and twitched uncontrollable.

"Felicia wait," he gasped between laughs. "Wait! I'm ticklish there."

"Oh really?" the woman said coyly, attacking his side again. "Are you sure?"

"Felicia!"

Rhino hid a smile behind a hand as he watched the boy roll around on the bed, giggle-silly as the woman kept tickling him.

"Aleksei he-lp," the boy laughed out, but the man just smiled wider.

"Even I know better zhen to get between a cat and her prey," he said leaving the boy to his fate. He had to admit it was nice to see the kid actual laugh, as he leaned back in his chair and took a sip of the Pepsi Cat had given him. Damn, the man thought, if the kid looked good when he was pleasured he looked twice as scrumptious when he laughed. The kid's hazel eyes freaking sparkled with glee. Aleksei didn't even knew that was possible.

Then the impossible happened.

Somehow one instant the boy was squirming around on the bed, gasping for air and the next he was hanging from the ceiling, his hair hanging down wildly as he clutch his stomach chuckling. "Bad kitty. Bad, bad, baaaaaad kitty," he chided, but he was still grinning widely.

Rhino chokes on his drink, accidentally snorting it up his nose in his surprise.

Both the boy and the woman paused what they were doing to look at the Russian

"Hey you okay?"

"Fine," he coughed waving a hand dismissively in front of him, trying to hide his blush. "Fine." So much for the kid not being Spiderman, Aleksei grumbled to himself before eyeing the teen. "How do you do that boy?"

Peter rubbed his arm self-conscious still crouched on the ceiling. "I… I'm not 100% sure. There's lots of things about myself I do not really understand. It just happened. Perfect balance, sticking to walls, muscled. They just happened after the accident..." he shrugged a shoulder. "Before I was just another geek."

The boy jumped down from the ceiling at the last word and Rhino noticed him wince a little on landing. The man's brow furrowed with concern. "Malchik are you okay?"

"Huh?" the boy looked up. "Oh yah. Just a little sore. Not like that," Peter quickly added as Rhino's frown deepened into a glower. What the boy didn't realize was it was a look of self loathing. "It's my arms and legs and back you know? My muscles from those positions… anyway I'm just a bit stiff and am being a bit of a wus about it."

"I did not notice before," the man said softly looking away.

"Yah well," the boy shrugged nonchalantly as he carefully sat on the other side of the bed as Felicia. "I haven't moved around much and well… My mind was kinda on other things so being a bit achey was not high on my list of things to be concerned about. I am surprised I'm still stiff though. Usually this wouldn't even happen, but I guess it was a bit of a strain on my body with… everything."

"Oh come here honey," Felicia said sympathetically, patting the bed. "Let's see if we can get a bit more of that soreness out of you."

"Oh no," the boy shook his head, backing away from the lady. "You're just going to tickle me more," he accused.

"I promise I won't," she said, looking innocently up at him. "Scout's honor."

Peter huffed, crossing his arms over his chest and eying Black Cat. "Somehow I doubt you were ever a scout Felicia."

"Oh come on," the woman sighed. "I promise there won't be any funny business."

"Alright, but you better keep your promise," the boy demanded before crawling back up onto the bed and laying down on his belly again so she could finish his massage.

The minutes ticked by under Felicia's soothing touched and Peter soon found himself drifting off to sleep. And finally he had no dreams…

**TBC…**

Hope you all enjoyed. Sorry it took so long to get this chapter up, but I think I made up for that in length. I didn't have quite as long as I normally would have to edit this so I apologies for any blaring mistakes. Please, please review. I would love to hear from you all!

**ONE MORE QUICK NOTE:** I would not suggest performing the acts that were depicted in this chapter's sex scene at whimsy. I stress that all of that scene happened in a dream and not everything done in it was exactly healthy, especially if someone is new to that sort of thing. I don't care what kind of sex people are into. That's their business (as long as it's consensual). Just try not to permanently hurt yourselves out there okay?

**xSilentPeanutx****:**Thank for the reviews. I know I was really long-winded in the first chapter, but I think it worked out pretty well for my first fanfic… It sounded like you thought it was at least okay so that made me happy. Of course the scene in this chapter is probably just as long but oh well. Yah, Rhino's feeling pretty guilty by now as you can probably tell by all the 'punishments' he received in his dream. I would love to hear from you again and even if I don't I hope you enjoy this 'little' chappie and the ones that will hopefully follow.

**ihavenocluewhattoname****:**Thank you so much for your review. I'm glad you think this fanfic is interesting. I'm trying to make it as realistic as possible… of course in Spidy you already have superheros and gods (Thor in the Marvel-verse) and villains running around in spandex so you can only do so much. I hope my way-longer-than-it-needed-to-be sex scene was up to your standard. It made the cut because of your request… Probably ended up a bit different then you imagined though… Hope you liked anyway and I would really love to hear from you again.


	5. Chapter 5: The Gift

DISCLAIMER: I own nothing and no one from Spiderman. I am just a poor student who also happens to be a Spiderman fan. I make _NO_ money from this. Please don't sue.

**Chapter 5:** The Gift

Aleksei leaned back against the wall, silently watching as the teen slept quietly on his back on the bed, his face relaxed, looking so young and innocent in his peaceful slumber. The man had to admit it was nice to see the boy actually get a restful sleep for once.

Quiet sounds of cooking floated into the bedroom from the kitchen as Felicia whipped something up, but Rhino just stayed there, leaning back against the wall, watching and waiting and trying to figure out what the hell he was going to do next. The boy couldn't stay here forever, but was he ready to go out into the world again yet? The Russian and Felicia had discussed it and had agreed there wasn't much more they could do for the kid in this little motel room, but still…

Rhino sighed to himself, rubbing his tried eyes. The only good thing to come out of this whole mess was the fact that Aleksei knew practically for certain the other criminals had not recognized the boy. He would have heard rumor of it by now. No they had been too fixated on his… other parts. Aleksei doubted the other criminals could even vaguely remember what the boy's face actually looked like. Really the brunet should thank his lucky stars that none of the others had been smart enough to take a picture. Even Ock had not done that, thinking he would be having many more long nights to play with the kid. Aleksei shivered at that thought. No one should be forced to be with that asshole. No one. Rhino wouldn't wish that on even his worse enemy. Hell a mercy killing would be better than that.

The brunet in the bed suddenly took a deep breath, shifting in his sleep to throw an arm haphazardly over his head with a content sigh. The blanket slid down the boy's body at the motion, baring fine, naked skin. Rhino shuddered mentally, trying to reign in impure thoughts. Even though the teen looked like a little kid in his sleep all you had to do was look at his lean, muscular body to know he was not.

The boy sighed softly again in his sleep, rubbing his cheek against the warmth of the pillows before quieting again.

Rhino stared; mesmerized by the way the brunet's chest slowly rose and fell in the dim light, the shadows dancing across his naked skin. The Russian just couldn't get over how beautiful the boy was. Such a tight, sensual body-

No. Aleksei shook his head, angry with himself. You are not allowed to think that way anymore. Not after what the boy's been through.

After a few more angry thoughts to himself, Rhino let his eyes drift back to the bed just in time to see the teen's body give a little shiver. Oh all that hot skin bared to the cold. If only he could warm the boy with a touch- No don't go there man!

Aleksei frowned, annoyed with himself and moved to twitch the blankets back over the boy's chest, tucking the kid back under the soft covers. The Russian leaned a hand against the bed, absentmindedly brushing a lock of the kid's brown hair off his forehead, caught up in the moment. The man didn't even notice it when Peter opened his eyes.

"Aleksei?"

Rhino started at the boy's voice, thinking the teen had still been asleep and glanced down only to be caught in the boy's gaze. That was the first time Aleksei had gotten a good look at the kid's eyes. Every time the man had been that close to the kid before it seemed those eyes had been simply brown and cloudy and swimming with tears but now… They were beautiful. Yes, they were brown, but they were every color of brown. Dark and light and… warm. Fleck of deep green and dark amber sprang up from within those mahogany depths as the man stared longer, but if he leaned in just a little closer and looked, actually looked, something far more glorious jumped out at him. Beautiful streaks of gold, pure brilliant gold, ran throughout the kid's brown eyes like a delicate spider webs of shining, spun honey. Before this Aleksei had never understood what people meant when they said they could drown in another's eyes. Now he did. Those impossibly beautiful eyes… How could they be real? They were simply mesmerizing. So beautiful… If eyes were really windows to the soul-

The boy blinked and suddenly the spell was broken. Rhino jerked back to find the kid looking up at him with a questioning eyebrow arched.

"Hey are you okay?"

"Uh yah," the Russian shook his head and rubbed his eyes as if he were trying to wake up from a dream. "Yah." Aleksei glanced down at the boy then blushed and quickly looked away again when he realized the boy was watching him closely with his brow furrowed in consideration.

The kid was silent for a few moments more then he sighed and looked down at the blankets. "You can still see me naked, can't you?" the boy said quietly, the question somehow made into a statement by his tone.

Aleksei winced at the brunet's words and looked back to the boy, his eyes filled with remorseful. "Malchik I-"

"I can see it in your eyes." Peter shivered, folding his legs up to his chest, wrapping his arms around them and resting his chin on his knees, his eyes looking off into the distance. "Now I know how women feel when they say you are undressing them with your eyes."

Rhino sighed and sat by the boy on the bed making Peter glance up as he felt the weight of the Russian shift the mattress, but the teen quickly looked away again, avoiding eye contact.

Rhino sighed again. "Listen to me Malchik. I vill not lie. You have a beautiful body and you vere a really, really good lay, but," Rhino gently stroked a finger down the kid's cheek making the boy finally look up into his eyes. "I vill never touch you like zhat again Malchik. I promise. You don't have to vorry about me coming after you for zhat. I am sorry I vasn't able to resist you. Somehow, even zhough I know it is vrong, I still zhink I vas lucky to get zhe chance to know your heat and skin, but I give you my solemn vord now, I vill never force zhat upon you again. And I never kissed zhese lips," he said running a thumb over Peter's bottom lip as the boy just stared at him, listening to his every word. "So you vill still have your first."

Having said his bit Aleksei drew his hand back. His words were true. He was satisfied with the memories and did not want to hurt the teenager any more. He indulged himself one last time and bent down to kiss the kid's forehead. "Good luck Malchik," he said softly then he simply got up and left without another word, shutting the door behind him.

What the….? Peter stared after the man, his brow furrowed. What just happen? The boy was confused. And more to the point could he really trust the man?

"Don't worry Peter."

The brunet jumped at the voice and glanced over to find Felicia smiling at him from where she stood leaning against the kitchen doorway. "When Aleksei swears like that he keeps his word," the woman explained, gesturing vaguely with one hand. "He's kinda an old-school criminal like that."

Peter looked down at his hand in his lap, thinking. He absentmindedly fiddled with the blankets as he tried to sort out his thoughts. "Damn," he finally whispered.

"What?" Felicia asked, walking out of the kitchen with a tray of food.

"I think…" Peter looked up at her, his gaze clouded with confusion. "I think I almost like the guy… not _that_ way Felicia!" he added when the woman grinned, mischievously.

She laughed, passing the tray with a steaming chicken pot pie and a couple fresh cinnamon rolls on it to him. "Here you must be hungry."

"I need to do something first," the boy said setting the tray on the bedside table and, throwing the blankets off, he scrambled out of the bed and to the door. He sensed somehow that Aleksei wasn't coming back and he couldn't just let the man go. Not like this.

"Aleksei wait!"

Rhino turned in the parking lot to see Peter wearing only sweatpants effortlessly vault over the railing of the motel's second floor and hop gracefully down to the ground. The elegance in the boy's every move was nearly breathtaking. Rhino shook his head clear as the memories of sweat and hot skin threatened to cloud his mind.

"Vhat are you doing Malchik?"

"This." Peter walked up and, throwing his arms around the man's neck, pulled him into a deep kiss.

Aleksei tensed, startled, then melted against those soft lips gently holding the boy to him. Finally Peter had to break for air and the man let him step away.

"Malchik vhat-?" Rhino panted, his face flushed with arousal.

Peter looked down, blushing and shifting from foot to foot nervously. "I wanted to thank you and that was all I had give right now."

"Zhat…" Aleksei swallowed hard, still trying to get his breath back from the passionate kiss. "Zhat vas definitely not your first."

Peter's face spit into a smile and he laughed, making the Russian blush even deeper at the boy's glorious expression. "No you silly big man," the brunet chuckled, his eyes shining with mirth, completely oblivious to his effect on the man. "I gave my first away years ago." Peter clasped the man's shoulders, smiling up at him. "Aleksei I needed to thank you. I won't forget how you saved me. Take care. I hope our paths do not have to cross again while we are 'working.'"

Aleksei nodded dumbly and watched as the boy walked back up to the room where Felicia was waiting and disappear from sight before sagging against a car. Wow. Wow the boy was indescribably. He knew the kid wasn't gay and there was no was the boy liked him like that but wow. Something about the shy, innocent teen was 100 time hotter than the sexy, slut boy of his dreams. How in the world did a kid get like that? And it wasn't just the kiss, but the way he laughed and… and the way he had built himself back up after being torn to pieces. It just wasn't natural, but damn it was hot. Oh god, Aleksei realized. I think I've fallen for him. Heavens above I've fallen for him. The man rubbed his eyes with a sigh. This couldn't be. It was wrong. So wrong it just couldn't. Lord what a mess.

**/\/\/\/\/\**

Peter shut the door of the motel room behind him and leaned back with a sigh only to find Felicia sitting on the bed, smiling like that cat that had gotten the canary. "Well aren't you a tease?"

Peter blushed and looked at the floor, embarrassed. "Oh shut up," he said, but without any heat.

"Do I get a kiss too?" the woman teased, smiling playfully and rubbing her lips with a finger.

"You're just a brat you know that?" Peter snapped, but he was smiling as his cheeks reddened a little further as he looked shyly up at the beautiful woman through his eyelashes.

She chuckled then hopped off the bed. "Eat Peter. I know you must be hungry after sleeping so long." she said, motioning to the food beside the bed before wondering back into the kitchen.

Peter shook his head with a small smile as he watched her walk away. His gaze drifted down to her butt for a second before he realized what he was doing and he stiffened and turned sharply away, his cheeks heating with embarrassment again. Stupid hormones, he grumbled, sitting on the bed again and pulling the tray of food roughly into his lap. It was her own damn fault for teasing me.

Felicia waited until Peter had eaten and she was cleaning up the dishes before she brought up the main topic that had been on her mind for awhile now. "Hey honey," she said drying her hands off with a dish towel as she leaned against the doorway to the kitchen, looking at him. At her words the boy glanced up from where he lay in bed, reading a book. "I think it may be time we get you home."

"Oh uh… " Peter blinked surprised. He had gotten used to just being around Rhino and Black Cat. He hadn't thought about what would have to happen next. "But I…" he glanced up at her, the look in his eyes so lost. "I don't know if I can. How can I face others knowing I... I..." he broke off, shaking his head, unable to say any more.

"Peter you can't hide from the world forever," Felicia said, sliding in to sit next to the teen, wrapping a comforting arm around his shoulder and resting her cheek against his soft brown hair. "It'll be okay, you know?"

"Yah…" Peter nodded after a moment. "Yah your right." He took a deep breath, settling his nerves then looked up at the woman. "Okay let's do this... and hurry before I change my mind."

**TBC…**

Sorry it took so long to get this chapter up everyone. I started another fic and it has been going so well (and getting so many wonderful reviews) that I have kinda been focusing on it a little more then this one. But I'm not quitting on this one either. I know this is kinda a short chapter, but I hope you like. Please I would love some reviews.

A special thank you to **CallmeBaby'08**, **SmileyDJingles** for the reviews. I loved hearing from you both!


	6. Chapter 6: Going Home

DISCLAIMER: I own nothing and no one from Spiderman. I am just a poor college student who also happens to be a Spiderman fan. I make _**NO**_ money from this. Please don't sue.

**Chapter 6:** Going Home

"Felicia, what did you do to your face? !"

"What?" The woman glanced up from her compact mirror as she sat on the bed, now looking towards where the teen who had come out of the bathroom, fully dressed in jeans and a light gray t-shirt with some illegible stylized red logo scrawled across its front. "Too much?" she asked, pouting with her now bubblegum pink lips and fluttering glittery, blue tinted eyelids slathered with heavy eyeliner.

"Ya think?" Peter said, his eyes taking in her new outfit. He couldn't have been in the bathroom for more than ten minutes. How had she changed so quickly?

Felicia grinned and stood up, twirling a little to show off her new costume comprised of fishnets, hip-hugging black leather short-shorts that showed off more than a little cheek, neon pink 6-inch heels, a matching pink bra that was peeking out from behind a shiny, silvery, half-transparent and very low-cut t-shirt which clung to the woman's every curve and showed off her midriff. Somehow she now also had her bellybutton and eyebrow pierced, her platinum blonde hair was artfully mussed up, looking like a wild glittery mane that was just as distracting as her shining, dangly, golden earrings. Cheap-looking gold necklaces hung from her neck, drawing the eye down to her ample bosom, an affect that was helped along by the pink push-up bra that gave her definite cleavage. Bangles of black and gold hung on her wrists and chimed whenever she moved, matching the single gold charm-anklet on her foot. Her fingers where heavy with too many colorful rings and were tipped with long silvery fake nails with zebra stripes and pink flowers and glittering rhinestones painted on them. All together it just looked tacky, just like Felicia wanted it to.

Peter made his wandering eyes look back up at the woman face, shaking his head. He might have been a guy, but that was too much for even his teenage tastes. It was too… shiny. Although the push-up bra was a nice touch. "Where do you even buy colors like that?" he asked, gesturing to her startling makeup. Seriously, if he hadn't known that woman standing before him was Felecia already, he would never have guessed her identity if he had just seen her in the street.

Felicia chuckled, picking up a neon pink purse she had thrown on the bed. "What better mask my little spider?" she asked coyly, rummaging through the bag then slipping a piece of gun between her lips, chewing noisily as she got ready to play her character to the cops. "Want a piece?" she said, holding the packet out to him as she slung the purse over her arm.

"Uh no," the brunet said with a little shake of his head. " 'M fine."

"Well alright then," Felecia clapped her hands with a smiled. "I'm ready. You're ready. Let's go find us some blue boys to get you home safe and sound," she said as she clopped to the door on those magnificently pink high-heels expecting Peter to follow, but as she turned, opening the door, she saw he hadn't moved. "Peter are you okay?"

At her address Peter glanced up from the floor he had been staring at, thinking. "Huh? Oh yah. I'm fine." But he wasn't fine. He wasn't fine at all. He shifted from foot to foot uncomfortably and looked down at the floor again, unable to meet the woman's questioning eyes. His stomach was tying itself into knots at the thought of leaving this… this safe pace. His mouth was dry and his heart racing in his chest and if truth be told, he was scared.

"Peter?"

The brunet looked up again, but not at Felecia. Instead he let his gaze drift over the room. The bed and the table and the doors. It was a little room, but… "Do we have to do this?" he said softly, barely above a whisper because he wasn't sure he could keep his voice from shaking otherwise. "You know, like right now?"

"Oh honey." Suddenly Felicia was beside him and had crouched gracefully in front of him (which was a feat in itself while wearing those heals). Gently, she tucking an unruly lock of the boy's hair behind his ear as he tried to avoid her eyes. "I know it's going to be hard Peter," she said in a calm, soothing voice, "but the sooner we get you out there, back to your old life, the faster you'll be able to feel even a little bit normal again. And it will be easier on your family. You miss them, don't you?"

Peter's eyes suddenly filled with tears at her words. "That's the problem," he sniffed, wiping his eyes with a hand, trying to hide his laps, but more tears escaped his eyes and dripped down his cheeks. "I… I don't know if I can face her." He look pleadingly up at Felecia, his eyes shining with tears and his lower lip quivering with emotion, silently begging her to make everything right again even thought he knew that was impossible.

"Oh baby shhh." Felecia quickly gathered the teen in a hug, trying to comfort him and felt his arms wrap around her in response, him clinging to her desperately in his fear. "You didn't do anything wrong," she said gently, stroking his hair with a hand as she just held him. After awhile the woman pulled back just enough to look at his and was relieved to see his tears had stopped, but there was still a horribly lost look in his eyes. "Hey Peter listen to me," she said, rubbing her hands against his arms from where they knelt on the floor together. "No matter what, I know your family loves you. It's kind of what they do and I know your aunt does and I'm sure she is worried and misses you."

"Yah," Peter nodded, rubbing his hands over his face once more. Then he dropped his hands to his lap with a sigh. "Yah lets go. I need to go home." He scrambled up to his feet, holding out a hand to Cat. "Come on hurry… before I change my mind again."

**/\/\/\/\/\**

If Peter's heart had been racing in the motel room with just the thought of leaving that safe little space, it was going a mile a minute now. He and Felicia were walking to the nearest police station, which, as luck would have it, was only a few blocks away, but that wasn't helping the brunets anxiety any.

Peter tried to look cool on the outside, but inside he was freaking out. The only thing that kept him from whirling around and high-tailing it out of there was Felecia's comforting hand on the small of his back gently, if firmly, guiding him forward. Oh he missed the quiet, safety of that crappy old motel room. On the streets every little sound made him jump and he couldn't seem to calm his mind. How many days have I been missing? How in the world am I going to explain this all to May? Oh god… May. She must worried sick. His anxiety mixed with a fresh flood of guilt as he thought of his aunt, but there was nothing he could do at the moment. I'll just have to figure it out when I get home. Better yet maybe I'll just wander into a police station and pretend to be in shock. Yah, maybe that will work… The teen sighed shaking his head, trying to clear his mind. No matter how he looked at this, it sucked. He was so stuck in his own thoughts he didn't realize it when Felicia stopped in front of a building, him having stopped automatically beside her.

"Peter we're here."

"Huh?" the boy glanced up, startled at the woman's soft voice then his eyes locked on the sign that stated in bold words on the building in front of him 'Police.' "Oh," he whispered under his breath.

"Steady Peter." Felecia said, feeling the boy somehow tense up even more beside her.

Peter swallowed hard, staring up at the building. "Yah."

"It's going to be okay," Felecia whispered, rubbing his back as he stood beside her, ever muscle as tight as a wire. "Come on. The sooner we get this done, the quicker it will be over.

"Yah," he nodded again, his eyes staring blankly ahead as he allowed her to lead him into the building.

**/\/\/\/\/\**

Noisy chaos. That was the only way to describe the police station. Officers in uniform where everywhere, answering phones, filling out forms and hurrying around with stacks of paper. It was endless. Add all the other people doing practically all the same things as well as yelling, screaming and carrying on and on top of that there was also the odd convict being drug around cussing… this couldn't be normal. How did the cops ever get anything done?

All the chairs were taken in the packed waiting area, but Felicia quickly guided Peter over to stand beside the seats. "Just stay here okay?" she said, patting his arm as she looked around the crowded room. "I'm going to try and find somebody to help us."

"Wait." Peter grabbed desperately at her arm as she moved to leave, scared of being left alone in the loud crush of strangers.

Felecia turned back, her eyes softening, seeing his fear. "Stay strong honey," she whispered, gently prying her arm loose from his grip. "I'll be back in a moment."

"But-"

Felecia suddenly stepped close, taking his head in her hands so all he could see was her. "Take a deep breath Peter. There you go," she whispered as he did as she bade. "Breath in… and out. Good. Now keep doing that and try to relax." She stepped back a little, glancing around again until her eyes caught sight of the front desk. "I'll be back as soon as I can," she said, looking back at him. "I promise I'm not going to abandon you here."

"Okay," he answered in a small voice, nodding.

She patted his shoulder and gave him what she hoped was a reassuring smile. "Just close your eyes and try to forget where you are."

Peter nodded again, swallowing hard and watched as Felecia disappeared through the crowd. Then he sighed, crossing his arms defensively over his chest as he leaned back against the wall and took another deep breath, closing his eyes.

I am okay. I can do this, he thought to himself. Just concentrate on your breathing. In and out. I'm okay. He was almost, sort of starting to relax (at least his heart was no longer thudding painfully fast in his chest) when a baby suddenly yowled next to him.

Peter started with a gasp, filching into the walkway, away from the shrill, screaming cries, and right into a police officer who was hurry by. The cop's stack of papers flew from his hands to scattered across the floor.

"Dammit all," the cop cussed, bending to pick up the mess of papers. "Watch where you're going boy!"

"Sorry. Sorry." Peter fell to his knees, scrambling to help pick up the pieces of fallen paper. "I didn't mean to."

The cop sighed, seeing Peter's distress. Not many people were ever happy to be at a police station. "It's alright," the man said quietly, gathering the papers into a pile with Peter's help. "Has to happen at least once a night." The cop looked up as he took the last of the papers from the brunet, a slight frown on his face. "Hey aren't you a little young to be… oh… Peter?"

"What?" Peter glanced up, brow furrowed in confusion and maybe a little fear. He'd never met this cop before. How could this man possibly know his name?

The cop pointed to the papers in his hand. "That's you, isn't it?"

Peter's eyes widened. It was a missing persons poster with his face on it! He'd been so busy picking the papers up he hadn't even looked at one. He glanced up at the cop who was suddenly considering him with a critical eye and opened his mouth to say something even though he had no clue what he would say when Felecia suddenly appeared beside him again.

"Hey what's going on?"

Before Peter knew what he was doing, he had grabbed Felecia in a hug and buried his face in her front.

"Whoa honey, it's okay," she said wrapping her arms protectively around him.

The cop looked at her as he rose from his crouch, the posters cradled in one arm. "Do you know this boy?" he asked Felecia, his voice serious and professional.

Felecia shook her head as she held Peter to her. "No, not really," she answered, her tone rising higher than usual as she settled into her disguise. "I, like, found him and well he looked a little lost so I, you know, thought I should, like, bring him to you guys. You do deal with this kinda thing right?"

"Un-huh," the man eyed Felecia for a moment more before crouching down to turn his attention to the boy who was still clinging to the woman. "You _are_ Peter Parker right?"

Finding his voice suddenly stolen from him, the brunet simply nodded shyly.

The cop shifted back on his haunches thinking. "I think you should come with-"

"Now miss what was this about a boy?"

The first cop blinked as another man in uniform appeared, obviously enticed by Felecia's urgings. "Oh, hey serge." The first man smiled slightly, holding up the posters. "We've found that missing teen. Or rather he found us."

Before 'Serge' could reply, Felicia butted in laying it on really thick. "Omigod he was missing?" she keened in a surprised high-pitched voice. "Was he, like, a runaway?"

Peter looked sharply at Felicia at the complete change in demeanor from her normal self, but didn't say anything. He knew she had things to hide (plus Black Cat had never gotten along that well with the cops, not that Spidy could really talk) and after all she had done for him lately, he wasn't going to rat her out. Still it was weird. Luckily, both the cops missed the look while staring at the woman

"We're not sure miss…" 'Serge' said, obviously leaving the end of the sentence open for Felecia to fill in her name, but the woman just blinked ditzily at him with her glittery eyes as if she were completely oblivious. Peter would have laughed at the act if he wasn't so freaked.

"Uh," the two cops looked at each other then back to Felecia as the moment became awkward. "Where did you find him?"the first cop finally asked when it was clear Felecia was just going to blink at them until they said something more.

"Oh duh!" Felecia hit her forehead theatrically with the palm of her hand. "Jeez I swear my head is, like, totally, full of fluff or something," she giggled.

"Uh-huh…" Sarge raised an eyebrow and looked back at the other cop.

The first cop raised his hands and shook his head. "She's all yours Anderson."

It was clear Sergeant Anderson wanted to say something more, but the first cop had already moved away through the crowd.

Anderson sighed then looked back at Felecia and Peter. "And so you found him where?" the cop said trying to pry the story out of the little ditz in front of him.

"Oh," at that Felecia started right in with her 'story.' "I, like, bumped into him in an alley or something, you know, like a few blocks up the street. I saw he was alone and was, like, totally freaked. I mean totally. He kept, like, asking where a police station was. Of course I wouldn't have known that if I hadn't, like, passed this place, like, a sec before that. That's, like, totally ironic, you know? Anyway so I, like, brought him here to you guys. So yah..."

"I see," the poor officer said when she was finished, after having flinched at practically her every other word. It had been a long night and every one of her 'likes' grated on his nerves like nails on a chalkboard. "Well we'll need you to make an official statement if you don't mind."

"No, no. of course. That's, like, totally fine. Whatever you need officer, sir," she giggled, giving him a little salute. Peter barely managed to kept himself from elbowing her in the side, but even so Felecia saw the look he gave her and grinned before turning her full attention back to the cop. "Uh hey can I, like, stay with him until, you know, his family comes? He does, like. have family right? I wouldn't want to, like, leave him all alone here, you know?"

"Yes, yes. Stay with him as long as you want," Anderson said dismissively, desperate to get the girl to shut up, but he still smiled tiredly at Peter. "Your aunt has been worried sick about you. We'll call her and I'm sure she will be down here as soon as she can." He looked back up at Felecia. "We'll need to get the kid checked out. It looks like he has some pretty bad bruising, but we'll sort it out miss, don't worry. For now why don't you just take him down to my office."

"Okay," the woman nodded cheerily. "Oh, uh, sorry, but does he, like, got a name? I haven't really been able to get much out of him talking-wise, you know?"

The cop smiled at her, kindly. "It's Peter."

"Oh thank you," Felecia clapped her hands together, grinning. "Thank you so much. You're so awesome. Tee hee."

"Yah sure," Anderson said slowly as if he couldn't believe anyone really acted like that but then shook the thought off. It didn't matter and in a job like his, he met all sorts, several of which were always over the top.

"Uh office,r sir, where is this office of yours?" Felecia asked, bringing the man back to the situation at hand.

"Oh… If you go down that hall, take the first left, then a right, then… actually let me get someone to take you there," he said after a second thought.

"Cool thanks," Felecia smiled sweetly as the cop wandered off to grab someone from the front desk to help them.

As soon as the man was out of earshot, Peter looked up, rolling his eyes at Felecia. "Tee hee my ass. Laying it on a little thick there kitty?"

"What?" the woman said innocently. "He's cute." Then she grinned, winking at him. "By the way, it's nice to know you can still talk."

"I'm sure," he grumbled, shifting nervously from foot to foot, his arms wrapped around himself.

"It's all part of the act Petey," Felecia said under her breath seriously enough though on the outside she still just looked like another grinning ditz. "Gotta make it authentic."

"Yah I know," the brunet sighed, holding himself a little tighter as if he were cold. "You're just weird like this."

"It's still me Peter," Felecia said softly, running a gently hand through his hair. "Even under all the glitter."

"Yah," he sighed, closing his eyes, leaning back against the comforting warmth of the woman. "It is."

Soon enough the sergeant was back with another cop. "This is officer Jefferies," Anderson said gesturing to the younger man with dark hair and a boyish face. "He will lead you to my office and I will be with you shortly."

Jefferies nodded to the two of them. "This way please," he said with a gesture, but was unable to take his eyes off Felecia.

"Ooo polite," the woman teased seeing an easy target. "I like that in a man. Especially a man in uniformed," she giggled and blew a bubblegum bubble.

The rookie seemed shaken by Felecia's flirting, but ignored his blush and guided them down a hallway, deeper inside the police station.

It was much quieter past the front room. Thank god. Peter's nerves were all but shot being around all those noisy strangers. As the sounds from the entry died down Felecia saw him relax just a little and she couldn't help but smile.

"Over here." Officer Jefferies put his hand on the small of Peters back to guide the boy into the room, but that was just a bit too close.

Startled, the boy let out a little scared yip then jerked away, slamming sideways into the wall, his eyes fearfully darting around like a beaten animal.

Felicia was there immediately. "Whoa, Peter it's okay," she said wrapping her arms around him in an embrace. "Shhh it's okay."

The officer stared at Peter, who was clinging to the woman. "Shit. What was that?"

Peter blinked, remembering where he was and shook his head. "Sorry," he panted, rubbing his forehead with his hand. He pushed himself away from Felecia and moved back over to stand by the police officer.

"Jeez, are you okay, kid?" the young cop breathed still staring at Peter.

"Yah… fine," the brunet sighed, rubbing his arms as if he were cold. "Just please don't touch me. You… startled me."

"Uh yah… sure," Jefferies nodded, opening the door and gesturing the two into the room. "This way."

Peter made his way into the room first and sat heavily on the couch he found there and Felecia followed, but she paused in the doorway.

"Thank you," she said gently to the rookie as she passed, giving him a little smile before moving to sit by Peter.

"Are you two okay here?" Jefferies asked, not really knowing what else to say or do.

Felecia smiled up at him, wrapping her arm around Peter, squeezing his shoulder companionably. "We're good."

The cop nodded and let the door shut behind him.

**/\/\/\/\/\**

"Petey you okay?"

Peter sighed, lifting his head from Felecia's shoulder at the sound of the woman's voice. "Yah…" he whispered, snuggling closer to her on the couch, his cheeks flushing a little with embarrassment at having freaked so bad she had to 'handle' him. "Sorry about that. That cop, he was a stranger and I didn't expect... he just surprised me."

"It's not a problem honey," Felecia said, gently brushing a hand through his hair as she studied the brunet curled up beside her. "You know," she said softly after a minute. "I can still take you back. You don't have to do this now if you're really not ready."

"No," the boy said tiredly, trying to smile, but just it looked strained. "It might not be fun, but I know it's for the best." He buried his face in her arm with a deep sigh. "I just… I just need to get used to it again."

"Okay honey," she whispered, letting him wrap his arm around hers and lean heavily against her. She could tell he was emotionally exhausted and didn't say anything more. She just let him close his eyes and relax and soon enough he fell into a light dose, snuggled up against her warmth.

Unfortunately, the door opened a few minutes later and Sergeant Anderson walked in. "Hey you two. Sorry it took so long for me to– Oh… Sorry about that."

"No," Peter took a deep breath, having started from his sleep, and rubbed his eyes. "It's fine. What where you saying?"

The cop smiled apologetically, crouching down in front of the brunet. "Here boy," Anderson said, carefully reaching over to wrap a blanket around the teen's shoulders then he pressed a bottle of water into the kid's hands. The man let Peter take a long drink before addressing him again. "Hey I know it's hard, but can you tell me what happened? Why were you missing? Who did this to you?"

Peter's eyes filled with tears before the man had even finished talking and had turned his eyes away burying his face in the Felecia's shoulder. He didn't want to think about it anymore. He was tired and... He just wanted to get away from it all. He just wanted to go home.

The cops hand on Peter shoulder made the brunet start and he looked over at the man whose eyes were full of pity. "Hey Peter- Can I call you Peter?"

The boy nodded and took the Kleenex the man offered him, wiping his eyes with it.

"Peter we can't bring charges up against these people if you don't tell us what happened," the cop continued to say in a gently soothing tone.

"I c-can't," Peter's tongue stumbled on the words as his throat tightened up with fear at memories of what had been done to him. "They'll know…" he whispered.

Anderson mentally winced. Great, it was a 'they.' I really hate cases involving kids. It was obvious the boy had been abused somehow but… nothing could be done if the boy didn't talk. He had to get the boy to talk. "Peter if someone is threatening you we can protect you, but if you don't help us whoever did this to you might do this to someone else," the cop tried to reason, gently pushing the boy for an answer.

Suddenly something very hard and dark filled the brunets eyes. He looked dangerous. "Oh they won't." he said in a harsh whisper. That thought alone was enough to bring to life the righteous fire that burned within Peter. "They won't," he whispered again, his eyes far away.

Anderson was startled by this sudden change in the teenager, but before he could ask the boy what he meant by those words the woman spoke up again. "Please," she said gently. "He's tired and doesn't know what he's saying. Can you, you know, like, ask him all this stuff later?"

"Sure" the man nodded with a sigh and stood up to leave even though it was frustrating. The trail was getting colder ever second they waited and the cop wanted to catch these bastards really bad, whoever they were. Abusing kids was just plain wrong. Kidnapping them to do it was even worse, but… the boy needed time. That was obvious. So the man left the room, quietly closing the door behind him.

"Any luck Serge?"

Anderson looked up to see the rookie, Jefferies, waiting in the hallway for news. The older cop let out another heavy sigh and leaned his shoulder against the wall. "No… the boy's pretty spooked. We'll have to wait and see if we can get through to him at another time." He paused for a moment before vocalizing a few more thoughts. "The woman's statement probably won't be much better since she just found him. Dammit we don't have any leads. I hate cases like this. I- Oh!"

With that the cop opened the door and popped his head back into the room. The woman and boy raised their heads at his sudden appearance. A little shiver ran through the sergeant as he couldn't help noticing the tired and terribly jaded looked in the kid's gaze. "I forgot to ask. Are either of you hunger? Do you want anything? Peter?"

Peter shook his head then rested it against the woman again.

Felecia smiled up at the cop. "I, you know, grabbed him some pizza on the way over," the woman explained.

"Good…" Anderson nodded his approval. That made sense. There were food vendors all over the place. He nodded once more to himself then stepped out of the room, shutting the door behind him.

**/\/\/\/\/\**

Felecia looked down at the boy resting against her. She really, really didn't want to leave him here alone, but she was not really in good with the cops and the longer she stayed the more likely her disguise would be discovered. It was now or never. "Hey honey?" she whispered, gently shaking the teen to get his attention

Peter raised his sleepy eyes and Felecia almost lost her will to leave, but then he rubbed his eyes and asked, "What is it kitty?"

The woman smiled at the sound of the nickname and placed a soft kiss on Peter's forehead. "I'm going to have to split, okay?" she said gently, trying not to alarm him. "But you heard the cop, right? You're aunt's going to be here soon. I'm just going to be right outside. Will you be okay waiting alone? I can stay if you need– "

"No it's okay," the brunet gave the woman a sleepy smiled. "Thanks Felecia. I wouldn't have been able to get through this without you."

She smiled back, resting their foreheads together."Anytime Petey," she said giving him a quick hug before disappearing out the door. He smiled after her then laid down on the couch, using the blanket Anderson had given him as a pillow and closed his eyes. He was sooo tired and completly emotionally exhausted. He just wanted to rest his eyes for a few moments…

**/\/\/\/\/\**

Peter was startled awake yet again when the rookie poked his head into the room. "Where…?" The young cop's eyes fell on Peter. "Sorry, but… have you seen that lady who brought you here?"

"I don't know," Peter said groggily, floundering for an answer. "I think she went to the bathroom, maybe?"

The boy looked so tired Jefferies didn't push any harder. Instead he just sat on the edge of the couch, careful not to touch the boy. "We got a hold of your aunt," the young cop said gently. "She's on her way right now. She should be here in a few minutes."

"Thank you." Peter smiled sleepily, not awake enough to really be tense or worried about anything, but then a disconcerting thought floated across his mind and he frowned. "Um hey?" the boy pushed himself up onto his elbows as the cop stood to leave. "I need to ask you something."

The man turned back, his head cocked questioningly to the side. "Okay shoot."

Peter opened his mouth then hesitated, suddenly unsure.

"Go on boy," Jefferies smiled encouragingly, crouching down to the brunets level. "It's okay. You can ask me anything."

Peter rubbed his arm, gathering his courage then looked up and just spit out the words before he could over-think the whole thing. "Where… where would you go if you had to get tested?" The boy looked down at his clenched hands, unable to meet the cops gaze. "You know for… HIV and stuff?"

"Oh kid…" the rookie bit his lip. He had never dealt with a rape victim before and the boy was so young and well… a boy! "Um I… Well any walk-in clinic should be able to do it for you."

" 'kay. Thanks." Peter nodded at the floor, still unwilling to meet the man's eyes.

Jefferies was tempted to just leave it at that, uncomfortable with this wholes situation, but he felt like he had to do or at least say something. "Listen Peter we can do a rape kit. We can catch these bastards, but only if you help us."

The boy shook his head, staring at his hands. "Won't work," he said in a quiet, way too rational voice. "I wasn't thinking and took a shower and stuff." He laid his head down on his arms, his face turned away. "It doesn't matter anyway."

"Boy-"

The cop was going to say more, but at that moment May Parker burst into the room, followed quickly by Sergeant Anderson.

"Peter? Are you here?"

"Aunt May?"

"Oh god Peter!" the old woman was instantly on the couch and swept the brunet into a hug. Peter found himself hugging her back just as tightly, his voice stolen away with emotion, but still a few relieved tears fell down his cheeks. He was safe now. He was going to go home. Everything was going to be alright.

"I thought I lost you Peter," May whispered shakily, pulling back a little so she could see her nephews face, so she could convince herself he was really there. He had been gone for almost a week. "Don't you ever do that to me again, you hear?" she said with a relieved smile, brushing a few stray strands of hair from his face.

Peter's tears fell faster. "I'm sorry aunt May. I'm so sor-ry." His last word ended in a heaving sob and suddenly the teen was crying hard in his aunt's arms.

"Oh shhh, shhh child," the woman hugged the sobbing boy to her, a few of her own tears dripping down her face. "I don't care anymore. I don't care about anything. As long as you're safe," she whispered rubbing his back comfortingly.

"I missed you," the brunet sniffed, his face still buried in the comfort of his only living relative.

"I missed you to baby," May said, resting her cheek against the boy's hair until he lifted his head to look at her with shiny, tear-filled eyes.

"Can we… can we go home?"

May smiled softly, wiping the tears gently from the boys cheeks. "Of course honey… Oh baby." She indulged herself and hug him again. "I'm so happy you're alright. I'm never letting you out of my sight again."

**/\/\/\/\/\**

Aleksei leaned a shoulder against the cool brick of the alleyway, his arms crossed over his chest and his eyes glued to the police station he knew Felecia and Peter would have gone to even if he had not seen them enter the building when the ex-cat burglar suddenly appeared at his side. "You're still lurking around?"

The Russian started then grunted, glancing at Felecia. Then he did a double take. "Enough makeup Cat? You look like a hooker."

"Aw you're so sweet," the girl smiled, hanging off the man's arm.

Rhino snorted and looked back at the police station. "How eez he?" Aleksei asked, jerking his chin towards the building. He knew the boy had to be in there. Felecia wouldn't have left him alone otherwise.

The woman sighed, sagging a little against the Russian. "He freaked out a bit when one of the cops startled him, but he got over it," she added with a shrug.

"Idiots," Aleksei growled under his breath. "Zhey should know how to handle kid in zhat situation."

"Yah," Felecia shrugged a shoulder, more or less agreeing with the big man. "But he's not really telling them what happened."

Rhino took his eyes off the building to look at Felecia for the first time since she had startled him. "Surely zhey can guess!"

"I suppose…" the woman sighed, leaning her head against the Russian's shoulder. "It's going to be hard for him to go back to school… around all those people." She shook her head. "They pick on him already-"

"Vhat? !"

Felecia smiled bitterly at the Russian's surprise. "Well he's really smart, ya see. Like really science-y smart and I guess he's always been like that so when it came time for kids to click, he got labeled the geek and gets bullied a lot." She gave Aleksei a sideways glance. "You know how it is. Kids can be really vicious little twerps."

Aleksei raised an eyebrow."Malchik lets zhem do zhat to him? He could snap zhem like twig."

Felecia let out a very unlady-like snort at the suggestion. "That's not who he is Aleksei. You've seen that."

"Da…" the man sighed, rubbing his neck. "But zhat eez still not right."

"Yah well the worlds fucked up," Felecia practically snarled pack then sighed, letting go of her anger with the shrug of a shoulder. "What can you do? All there is, is to make lemonade out of the lemons of life."

"Da." Rhino nodded in reply then his attention was caught by movement at the police stations doors. Peter was coming out of the building, holding hands with some gray-haired woman.

"Vho eez zhe babushka?" Aleksei asked, jerking a thumb to the two walking down the stairs of the police station.

Felecia sighed again, her shoulders sagging. "The only family he has left," she whispered, sadness carrying in her tone.

The Russian blinked in surprise at the information, but didn't say anything as he watched Peter get to the bottom of the stairs and suddenly he was hugging another teenager with bright red hair who had popped out of a waiting taxi.

"And zhe devojka?" Aleksei rumbled.

"You must mean the redhead there." Felecia said looking at the group of three still talking on the steps of the police station.

"Da."

The man was surprised when a kind smile lit Felecia's face. "Another friend," she said softly. "A close one whom he loves… even if he won't admit it to her yet."

Aleksei grunted in surprise, the boy never seemed to have any trouble speaking his mind when he was out as Spiderman. The big man watched at the boy, the girl and the old woman got into the taxi, which pulled into the road and was soon lost from sight in the rush of traffic. "Vell I can see vhy," he finally said. "She eez pretty."

"Don't mess with him Aleksie," Felecia said suddenly in a sharp tone and with a sharper glare. "I mean it. He has it rough enough without people trying to get at him while he's in plain clothes."

"Da…" Rhino nodded absentmindedly, still staring after the taxi that had disappeared long ago. "I do not zhink I vill be vorking much in zhis city anymore," he finally added.

"Oh?" the woman raised her eyebrow, her curiosity peaked by this new development.

"Bad to do business in city you live," Aleksei rumbled in response. "Makes zhings too hot."

"Uh-huh," Cat said, eying the man. "I'm sure. Hot," she said, clipping the last word with a hard 'ta' sound.

The Russian growled at the teasing. "Oh shut up."

"What?" the woman grinned, blinking innocently up at him. "I didn't say anything."

He turned and glowered at her full on, his back leaning back against the wall. "You are zhinking it… loudly."

She just laughed at his glare. "And whose fault that Mr. I wear my heart on my sleeve."

He grunted, his frown deepening as her smile grew mischievous. "You know you two are more alike than you think," Felecia said tapping his arm idly.

"Vhatever," he scowled and looked back at the police station. "You zhink Malchik vill pull zhrough?" he finally asked quietly.

"Yah," she said, leaning back on the opposite wall and crossing her arms over her ample chest, her bracelets chiming softly as they knocked against each other. "Yah, he'll do fine.

"How do you know?" Aleksei asked, studying her.

She smiled confidently back at him. "It's what he does."

Rhino raised eyebrow, but didn't pushed that any further. Instead he changed the topic. Sort of. "So do you zhink he vill go for revenge?"

"Nah," Felecia shook her head. "It's not his style."

"Really?" the man said is a tone disbelieving. "Usually vith something like zhis it eez between vengeance and hiding in fear."

"Well he's different," the woman said matter-a-factly, but the big man didn't look too convinced.

Felecia crossed her arms over her chest again, her bubblegum lips turning into a pretty little pout. "You know what I mean Aleksei. You've seen the boy. Look he's tried the revenge thing once before and didn't like the taste it left in his mouth."

"Oh…" The big Russian blinked, surprised yet again this night. It seemed that just about everything that revolved around the boy was a surprise. From the kiss to his age, everything was quite frankly amazing. "Vell… Do you zhink he vill stop zhe… you know… zhing?" Rhino asked, floundering for something else to talk about.

"You're kidding right?" Felecia said, raising a delicate eyebrow. "If you haven't noticed he has a sense of morality a mile wide." She sighed suddenly, leaning her head back against the wall behind her and closed her eyes before continuing quietly. "Even if he won't get vengeance for himself he will not let them hurt others. That's one of the strange things about him. He'll go to hell and back for others but not for himself." She shook her head and continued, speaking more to herself now then to the man. "No. He's too invested. He's not one of those people who can stand by when he knows he could be helping.

Aleksei bobbed his head in agreement. He had seen the boy do such thing before out on the streets. He just had not known that was such a part of the boy's core being before.

Something in the Russian's silence made Cat open her eyes to look the man over. Her brow furrowed at what she saw. "Aleksei, you look worried."

The man sighed heavily, his great shoulders sagging just a little. "I vas hoping I missed something. Zhat he told you he was not… but he definitely intends to do more. I know zhat now."

"Oh?" Felecia raised her eyebrow. "And how do _you_ know?"

A soft smile graced Aleksei's lips at the thought of the boy and the kiss, but then the look fell from the man's face and he looked back at the police station broodily. "Malchik told me he hopes ve vill not meet again… on zhe job."

"Ah," the woman nodded. With a flick of her glittery hair she looked towards the police station, following the direction of the man's gaze."Well good, I think."

"Cat."

Felecia glanced over at the sound of Aleksei's deep voice. "Hum?"

The Russian leveled his serious gaze at here. "Look out for Malchik."

The woman eyed the Aleksei for a long moment. She knew he was entrusting her to do what he could not. She didn't know whether to feel flatter or just tired. A kid that young shouldn't need to be looked out for… not like this and definitely not by her. She knew she wasn't a great role model, but she also knew she wouldn't, couldn't simply leave Peter out to dry so she nodded. "I will Aleksei," she whispered. "I will."

The man nodded content with that answer.

Felecia smiled and suddenly was hanging off the Russian's arm again. "Oh don't look so gloomy Aleksei," she said, trying to cheer the man up. "He's not stupid you know. He'll be fine. I wouldn't be surprised to see him partnering up with someone for at least a little while. Safety in numbers and all that. Maybe it will be with me even." She grinned at the thought. "Wouldn't that be fun?"

The Russian frowned down at her. "He eez going to get himself killed," he said bluntly.

"Probably," she sighed, leaning her head against the big man's shoulder, suddenly feeling impossibly tired. "But he wouldn't be able to live with himself if he didn't do as much as he possible could. That's just him… Well anyway," she said, suddenly brightening. "We've done all we can. Come on," she said, linking arms with the Russian and pulling him away from the wall. "You are going to buy me something tall and very alcoholic to drink at the first bar we find."

Rhino blinked, startled. "But…"

"I will not have you pinning over him all night," Felecia said seriously, tapping him on the chest. "That boat has sailed, the door slammed shut, the window bolted down. You need to move on and so does he. Now come on." She whirled and started down the alley, her hips swaying alluringly with her high heels.

The Russian started after her, but then looked back the way the taxi had driven off. "But vhat about… He vill need help."

The woman turned in a whirl of neon, puffing out a little breath to blow her bangs out of her eyes then leveled her formidable gaze at him, her hands resting on her hips. "Aleksei I'm not going to allow you to become his personal stalker."

The Russian still hesitated.

Felecia sighed, cocking a hip to the side, the movement catching the man's attention again. "Look you. He has already taken the first big step. Now all he has to do is keep on walking. It's best if he does it on his own," she continued talking as she walked back up to Russian. "He'll have to learn to stand on his own two feet again sometime. Better if we don't hinder that by coddling him. Besides he's with his family now. He couldn't be in better hands. Now come on," she said, linking her arm with Aleksei's and pulling him down the side walk away from the police station.

Not having any further argument, Rhino just shut his mouth and let her drag him away.

**TBC…**

Sorry it took me freakin' forever to get this uploaded. School's been hell. Anyway I hope you can forgive me with my gift of a nice long chapter. (Oh, I forgot to put this in earlier, please, _please_ review. I would love some feedback.)

**Vanessa Masters, BronzePhoenex, **and** GrimCharmer **thanks for the great reviews. I love hearing from you all.

**Emenemdj:** Thank you for such a gloriously, long review. I'm glad you are enjoying this story even if you do not usually like slash. I can understand the skipping of parts… I know I made this a little graphic (okay a lot graphic) at places. I was worried that would turn some people off of this story, but I'm glad you stuck it out. I am curious though… I tried to put 'skip to' places for people who didn't want to read the really graphic stuff. Where those any help or am I just fooling myself? I'm happy to hear you're liking my Rhino. You're right, he truly isn't used very much, but there was one story I read where he was actually a main character and I really quiet liked him in that hence this… Plus he's one of Peter's very few villain who isn't certifiably psychotic so that helps ;) Thank you for your questions/wondering too. Sometimes we authors get so involved in our stories we forget about other stuff and accidentally leave out something important. I can promise most all of your questions asked here will be answered sooner or later… Hopefully sooner this time. I will try to write some more but… well life gets busy, you know? Anyway I hope you enjoy this new chapter :)


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